Glass Hearts
by Jazzmaster
Summary: Sequel to Condemned Memories. Returning from the bottle city of Kandor, Clark and Lana soon learn that Metropolis has disappeared. As Earth prepares for war against an enemy it can’t find, it’s up to Clark to halt Brainiac’s schemes.
1. Red Dawn

Author's Note: This story is a sequel to Condemned Memories; as such, it would be beneficial to you to have read that story before this one. Well, beneficial to understanding what on Earth's going on here. It probably won't improve your quality of living or anything. I've provided a re-cap covering where we are to help refresh people's memories though.

Recap: Clark and Chloe investigate when a serial killer is found to be targeting meteor freaks, including Clark's old friend Cyrus. Before they can locate the killer, Clark is abducted by an alien from a race known as The Empireth, by the name of Lenaria. The Empireth have telepathic cells in their bodies that allow them to absorb other people's abilities; however Clark's will proves too powerful for her to overcome. The process also has an unfortunate side effect that causes Lenaria to absorb memories; this leads to a good deal of confusion for her. During her confused state, she seals Clark's memories inside a necklace, which she gives to Lana. Once Lana puts it on she regains the memories of the day Clark proposed to her and she died (from the episode 'Reckoning').

As Clark and Lana try to come to terms with this new development, Lenaria sends Edward, the serial killer, to Clark's barn. It seems Edward kills the meteor freaks after Lenaria absorbs their powers. In the barn, Lana is apparently killed, though this is later revealed to have been an illusion created by Lenaria. With Clark's spirit broken by her 'death', Lenaria successfully steals his powers and sends Clark to Warworld, fulfilling a deal she made with the ruler Mongul, who she has worked for for some time.

While this is going on, Milton Fine, aka Brainiac, is executing his own plan to take care of Lenaria, who he understands is a potential danger to Zod. He gives Lex Luthor a suit of armour that has been specifically designed to neutralise her powers, and also shows Lex the bottle city of Kandor. Kandor used to be Krypton's capital and was used to house different species, including The Empireth. Brainiac, presumably under Zod's orders, removed the city from it's dimensional base and placed it inside a glass bottle. Lex is awed by the tiny city, and ultimately steals it for Lana, who has been instructed by Jor-El to obtain it.

Clark escapes Warworld, becoming the new ruler after killing Mongul in the heat of battle. After proposing to Lana, he meets up with Brainiac who, realising Lenaria is now too powerful for Lex to handle, gives another suit of armour to Clark. Clark is then forced to hurry to Gotham City, which Lenaria is targeting after Batman interfered with her plans. Thanks to the armour, Clark defeats her easily, only for Brainiac to appear and trap them both inside Kandor.

Clark and Lenaria are quickly imprisoned, where they meet Chloe and Lionel, who Brainiac sent there when they crossed paths. In Clark's absence, Jor-El has downloaded much information about Krypton into his vessel, Lionel Luthor. Clark soon realises that due to Kandor's heavy gravity and red sun, he has no powers there, which forces a reluctant alliance with Lenaria.

Thanks to Lionel's information, Clark's powers are able to be temporarily restored. To escape the bottle city, Lionel realises he must teach Clark how to fly, and tries to help him come to terms with his Kryptonian destiny. As one of the only Kryptonian's in the city, Sergeant Preus, chases them in a spaceship, all four flee and manage to escape. Once free, Lenaria uses Kryptonite to weaken Clark and attempts unsuccessfully to destroy Kandor. Jor-El forces her to run away.

Lex, with the help of Brainiac, launches an assault on her base. Although Lenaria is not there at the time, Lex and Level 33.1 encounter several mutants created by her. They are a combination of humans and animals, though Lex is unaware of this. The assault is successful, and Lex is able to acquire much of the alien technology Lenaria has been using.

Lenaria's latest plan then is to kidnap Lana, trade her for the armour that steals her powers, and then take control of Clark's mind. Once she has done so, she will use him to release Zod from The Phantom Zone, and then use Zod to destroy Brainiac. Clark, with the help of Batman and several Warworlders, is able to capture her. Lionel, Clark and Jor-El place her on trial inside the Fortress of Solitude, quickly finding her guilty for her crimes. However, Lenaria is able to seize control of Lionel, using him to release Zod. Zod's spirit enters the first suitable vessel, which happens to be Preus, who is inside the Fortress awaiting trial himself.

When Zod proves too powerful for her to control, Lenaria sides with Clark to drive The General back into The Phantom Zone. She then turns on Clark again, but he manages to turn the tables and imprison her. Finally, he is reunited with Lana who properly accepts his proposal.

As the story ended, Clark took her to Kandor to show her what remains of his home planet. Brainiac, meanwhile, has replaced Kandor with a new shrunken city known as Metropolis…

Glass Hearts

Chapter 1: Red Dawn

Clark awoke with Lana under a red sun. He knew it was artificial, of course, created by The Kandorians after they had become isolated from the rest of the universe. Yet it was no less a magnificent sight, and all the better for being seen with the girl he'd watched the regular yellow sunrise with many times in his barn. Their naked bodies lay entangled under the bed they'd spent the night in; the only thing Lana was wearing was the engagement ring Clark had recently bought for her. The building they were housed in had once belonged to a friend of Jor-El's - his old college roommate, in fact. It had originally been used as a laboratory, but was now being put to use only for Lana and Clark's own 'experiments'. Thanks to Kandor's red sun and heavy gravity (which Lana was protected from by an anti-gravity device designed by Brainiac) he didn't even have to worry about hurting her. In this place, he was no different than she was.

The red sun was far from the only marvel on Kandor though, and he'd been enjoying showing her around. Once they managed to force themselves out of bed, they sat down to a hearty breakfast. The Kandorians, it turned out, were born farmers, although they typically used machines to carry out the chores. His late father, who couldn't even part with an antique tractor, would probably have not much cared for the robots and other very advanced technology that was put to work.

"Have you thought about what you're going to do?" asked Lana, looking at a complex series of equations that the former resident had scribbled in a notebook.

"Well, I figured today we'd swing by the zoo," said Clark, finishing his breakfast. "Lionel and I were there before, but we didn't have time to look around properly. There are weird variations of animals from Earth, and also some that I've never heard of before."

"That sounds great," said Lana, smiling. "But it's not exactly what I meant. I mean, what are you going to do with the people here? This is your home, Clark. Aren't you going to introduce yourself to them properly? It's not like you have to hide here."

Clark nodded his understanding. It wasn't like he hadn't thought about it.

"I did tell Preus when I was here before. Soon after that about half the city was hunting me down because he thought I was an impostor."

"Preus is gone though. And this time, I don't know, you could get Jor-El to give you some kind of proof or something. You can tell them they're not completely cut off anymore; you're working to try and restore the city."

Clark smiled weakly at her. Her belief in him was touching, but even Jor-El didn't know how to help The Kandorians. The city looked like it had simply been shrunken, but Brainiac had actually removed it from it's dimensional base. Jor-El was able to transport people to and from the city, but any native Kandorian could survive outside only for a few hours. Although Clark was determined to find a way no matter what, he thought it could well take years.

"I also need to tell them about Krypton," he said. "Nobody here really knows what happened to it. I don't think Kandor interacted much with the rest of the planet…"

"Irony noted."

"But some of them probably still had family and friends outside the city. I think there are a few Kryptonians still around too."

"What about Empireth?"

She was thinking about the trouble Lenaria had caused, Clark knew. The problem with The Empireth was that they were a race of apparently limitless potential, able to absorb other people's abilities. Any one of them was a potential threat on a planetary level, and to that end much of their race had been wiped out in a pre-emptive strike. Except of course if it hadn't been for that, Lenaria might never have felt the need to become all-powerful.

"Jor-El thinks Preus wiped them all out. It was one of the crimes he was taken to The Fortress for."

"Oh God, Clark," Lana whispered, laying her head against his shoulder. "I don't know how you deal with all this."

Kissing the top of her head, Clark held her in what he hoped was a reassuring gesture.

"It's not easy, but I get my strength from more than the sun," he said. "Let's not worry about any of that today, okay? Everything's been so crazy lately, and things between us have changed so much… I just want us to spend some time together. I'm not always running around trying to save somebody. Sometimes I'm just regular old Clark Kent, same guy you went to High School with. And today I want to hit the uh, alien zoo."

"Oh yeah, just like we did back in High School," said Lana, laughing prettily. "They don't have super-intelligent apes or anything, do they?"

"What, like Planet of the Apes? I think you've been watching too many movies," grinned Clark.

"Hey, that movie scared me when I was little," said Lana, taking Clark's hand.

"Don't worry – I'll protect you."

888

"I'm not sure about this, Pendar. It looks dangerous. And if the C.P.C catches us…"

""The Citizens Patrol Corps is finished now Preus is gone. They've hardly done any rounds at all since he disappeared. C'mon, Faye, you'll be safe with me."

Despite her protests, she had to admit the thought of flying was pretty exciting. Ever since she'd been a little girl she'd seen motorcycles like this one going by overhead, thanks to the anti-gravity device installed in them. She figured it would have to give you a great sense of freedom. The problem was that this wasn't theirs to take. It belonged to her father, who had only recently won and repaired it, and she was unwilling to take it behind his back. Not to mention the fact that neither Pendar nor herself were old enough to drive it. She was just old enough to be into guys – hence she wasn't protesting Pendar's foolishness as much as she otherwise might – but she wasn't considered an adult quite yet.

"Please, just forget it. You know what my father will do if he catches us. Besides, I can't take any risks with the C.P.C. Let's just go to the forest or something…"

"No, Faye, no! I'm sick of doing the same things everyday. I'm sick of this whole worthless city. There are other worlds out there, and I'm going to see them."

"We've been over this. There's no way outside the bottle," said Faye, placing a hand on his shoulder. The pair had been friends for sometime, yet she found herself blushing at her action and withdrawing it quickly.

"There is no bottle!" Pendar shouted, startling her. "It's all just a story to keep us here. One day I'll take you out there and show you."

She closed her eyes. There was no point arguing with him when he got like this. Faye had never won, and there was no reason to suggest she could either. But she wasn't about to get on that motorcycle. If the C.P.C caught her, she would be in trouble for a lot more than not having a licence or even theft.

Her real name was Lyla. Faye was the identity she had assumed, and so far no-one suspected the truth. Given her abilities, that perhaps wasn't surprising. The truth was she didn't belong to the same race as Pendar or her father. On Kandor such a thing wasn't uncommon, though her race, The Empireth, were outcasts even among outcasts. Free of the constraints of The Kryptonian Council, Preus had used his position to launch a crusade against her people, killing as many as he could. For the protection of the city, he had said, and no-one had dared call it murder. Her real parents had died before the scattered remnants of The Empireth had found refuge on Kandor, and Preus had killed her guardians. He had some kind of armour that protected him from their powers.

She alone had managed to escape, so far as she knew. She still held some hope that another of her race might still be hiding somewhere in the city. Yet it seemed unlikely. Lyla had only managed to survive after finding Faye… the real Faye. The girl had tried taking her to a hiding place, but as the C.P.C and The Empireth had battled across the city, Faye had been struck down in the crossfire. There had been nothing Lyla could do to save her. So instead, she had broken one of the most important laws of her race. She'd absorbed Faye's memories, seen her whole life. And then, using her built-in Empireth talents, she'd disguised herself as Faye. She was no shape-shifter, but she could cast illusions easily enough even as a child. Finding Faye's father, she'd found someone who could potentially keep her safe. She'd never meant to hurt anyone… but now she found herself in too deep. She loved her father, she had feelings for Faye's childhood friend Pendar… but it wasn't her life. It killed her to deceive them… but the alternative was too much for her to bear.

She broke off her recollection as Pendar jumped onto the back of the motorcycle.

"Look," he said. "I'm going. Come if you're coming."

And, going against every instinct and every bit of sense, she climbed on behind him.

888

How could you lose an entire city? That was the question Batman, along with everyone else, was currently asking. One minute the city of Metropolis had been there, everyone carrying out their routines as normal, and the next there was nothing. All that had been seen was a beam of light striking the centre. After that, the city was gone. The press were doing their best not to get carried away with the alien abduction angle… but it had been one of the first explanations put forward.

It was an angle Batman could hardly afford to ignore. Until very recently, aliens had been of little concern to him, and then he'd ended up running in to two of them. One a simple farm-boy named Clark Kent and the other a power hungry female intent on bringing the world under her control. Clark had told him that Lenaria was gone for good, but Batman knew Lenaria had a way of making people see what she wanted them to see. It was the inconsistencies created by her illusions that put him on her trail in the first place. However, while certainly not ruling her out, he wasn't sure this was her work. There was an efficiency to it all that Lenaria had lacked. While remarkably powerful, her work was sloppy; when attacking Gotham, she'd essentially tried simply blasting her way through a bunch of buildings.

Flying overhead in a specially designed helicopter, he noticed the wreckage of some of those very places. It was just as well Clark had shown up to stop her rampage. Every last bit of damage done was down to his own failings. There was little Batman could do now, but Bruce Wayne could make sure the victims – or relatives of victims – were looked out for. So if not Lenaria, who else? Another alien he didn't know about? Or maybe something closer to home? During the whole Lenaria situation, Lex Luthor had launched an attack of his own on her base, a space station she'd hidden on Earth. In the end, Lex been able to gather some powerful alien technology that he wouldn't have a clue how to use properly. Had the city's disappearance been somehow connected?

Following a queue of traffic which wasn't moving at all, he realised he had problems closer to home. Traffic jams were not something Batman concerned himself with, but at the front of the line was something that was undeniably his problem. He landed the helicopter on a nearby roof, moving at a run once he got out. The people below were understandably panicking, and it wouldn't be long before things escalated badly. For the moment though, most were too numb to move. At the end of the street, the city just… stopped. People stood gaping, families huddled together. Batman shoved people aside to get to the front. When he did, he saw a ghost.

A beat later, he realised it was his own reflection. Reaching out slowly, his hand struck a hard surface.

"Glass," he said aloud.

It looked like he knew what had happened to Metropolis.


	2. Shooting Star

"Neither the news nor the military are telling me anything," said Lex, rubbing his forehead. He didn't like showing weakness to anyone, especially not Milton Fine, but this was an extraordinary situation. "I was hoping you might have some answers."

"It looks like London has disappeared as well," said Fine, sitting rigidly in the chair across from Lex. "Unfortunately for Britain, most of their Government was in the city at the time. Or fortunately, depending on your perspective. The President has left DC, given it's a high-probability target."

Fine and Lex were holed up in The Luthor mansion. Lex was lucky he hadn't been in Metropolis when it went missing. Most of his company had just vanished in an instant. He hadn't been able to get in touch with any employees there, and hadn't heard from his father either. Efforts to contact them were still ongoing. "That makes three cities altogether, and no reason to believe more won't follow," Fine added.

"It has to be the alien," said Lex. He leaned forward in his seat. Fine's measured calm was a surprise. True, keeping detached was important in his field, but surely there were limits. "It wasn't on board the station when we attacked. Now if it has the ability to completely conceal it's base with psychic powers, isn't it possible that the cities are still there? Maybe we just can't see or feel them anymore – it's our perceptions that are being affected."

"A fair enough line of reasoning. However, it does neglect the strange beam of light we've seen striking the cities."

"Just a trick, to make us think the cities have been… well…"

"Abducted?" asked Fine, sounding amused. "Even something the size of that space station couldn't hold an entire city, Mr Luthor. Unless of course it was shrunk down and placed inside a bottle."

Fine chuckled to show he was joking, though Lex wondered. He'd seen the bottle city of Kandor himself. Fine had told him it was found in the spaceship that landed the day of the second meteor shower. Lex had never learned what happened to the aliens that had emerged; could they be doing to the cities of Earth what they'd done to Kandor?

"That's an idea, don't you think?"

"Well, I'll tell you one thing. Your perceptions aren't being altered. That armour I gave you makes you completely immune to the alien's telepathic abilities. " said Fine. Lex's hand moved to his shirt involuntarily. He was still wearing the armour underneath. Since seeing those creatures on the alien's base, he had taken to wearing it at all times. It was remarkably un-cumbersome.

"Except, Fine, that the very reason you gave me that armour was because you weren't sure if it would work or not. If you were, you'd have used it yourself."

Fine raised an eyebrow.

"I was reasonably sure it would offer psychic shielding."

"Which might protect me from illusions, but it doesn't mean what I'm seeing is the truth, does it, 'Professor'? You're hiding things from me."

"Oh? You know these cities aren't the only ones I've lost track of? The bottle city of Kandor also seems to have gone missing. Not long after I revealed it to you, as a matter of fact."

"You managed to steal the ship from me without much trouble," said Lex, face blank. "If you think I have Kandor, feel free to steal it back."

The two men stared at each other unblinking. Fine seemed to be enjoying this more than he was.

"It wasn't an accusation, Mr Luthor," said Fine with a hint of amusement. "We're on the same team here. But we're getting nowhere by speculating. As soon as I have something to tell you, you'll hear from me."

"Look," said Lex, getting up to stop Fine leaving. "We're at war here. The military are poised and ready to strike… but they have no target."

"Don't worry, Mr Luthor," said Fine, patting him on the arm in a manner he found infuriatingly patronizing. "They're the military. I'm sure they'll find one."

888

Clark and Lana arrived at the zoo rather later than they'd planned, after Lana had dragged (well… maybe not dragged exactly) him back into bed. Lana was thrilled by the manner of creatures on display, unlike most of the other visitors, who had clearly been here many times before. Then again, Lana was just as amazed by the visitors as the animals – the different species of aliens had varied looks, with few resembling humans exactly. She was, however, careful not to show her amazement to them, in case she caused offence. Clark himself had to offer a smiling apology as he stared too long at someone with tentacles running along the sides of their face.

"Nell always used to tell me I had an overactive imagination," said Lana, in tones of one confiding that they might be a murderer. "But I never even came close to picturing there could be something like this out there somewhere."

"If you had, I'd have advised you to quit cheerleading a lot sooner and join Chloe and me on The Torch. She'd have loved that one," said Clark.

"I think this might have been a bit crazy even for the Chloe of old to buy into," said Lana, wrapping her arm around Clark's waist as they strolled around.

"I don't know," smiled Clark, thinking fondly of old times. He didn't need to come to Kandor to see his past, he knew. "She could be pretty spot-on, but when she first started out at Smallville High…"

"As her friend Clark, it's your duty to give me detailed examples so I can mock her later."

"Well, early on she checked some book out of the library on UFO's that basically said they were the work of the Anti-Christ. She obsessed about it for a week after, kept trying to get a story out of it."

"We should be glad she dropped that idea. Might have put a strain on your friendship if she thought you were an agent of Satan."

Clark smiled before gently puling Lana to a stop.

"Seriously, Lana, do you have any regrets about knowing the truth?" he asked her.

"No," she said quickly. "I'd be lying if I said I thought it was going to be easy. I'm kind of in new territory here. But our differences won't separate us, Clark, not now. So how about you? Any regrets?"

Clark exhaled comically.

"Weeell…" he began, cutting off as Lana's elbow connected with his arm. "Careful, Miss Lang. I'm all mortal and fragile here, remember?"

As if another reminder of that fact were needed, a sudden sound like an explosion was heard overhead. Clark pulled Lana close to him protectively, knowing even as he did his body wasn't going to be able to shield her from anything here. Looking up, they could see a trail of fire travelling across the sky. For a horrible second Clark thought it was a meteor, before realising it's path was all wrong for that. As it hurtled over them, he finally got a look at what it was: a motorcycle. He'd seen plenty of those here, though not like this. A couple of passengers were holding on grimly for dear life, one male and one female. The male, riding in front, was trying to land, but clearly had no control. If they could get a little lower they could jump off…

"Wait here," Clark instructed Lana. He had no powers and no way to help them, but he couldn't just stand idly by. As fast as he could, he ran after them, keeping track of the blazing trail in the sky.

"Not a chance," said Lana, hurrying after him.

888

The Phantom Zone was a wasteland. Most of it seemed to consist only of rocks and an empty white plain. To the north was a series of interconnected caves that might offer shelter, though who knew what manner of creatures might lie within? Lying flat, Lenaria slithered across the ground like a snake, weaving her way around the rocks. They offered her little cover, but they were all she had. For no reason would she move further into the open.

She would kill Kent for this! She would make him howl!

Of course, standing in the way was the fact that no-one had ever escaped from here, at least not without some help from the outside. If only her husband Edward were still alive. He might have only been a human, but he had proved himself useful time and time again. He would have found a way. But she was alone now; Edward was dead, along with all her other knights. The red dress she was wearing now was his favourite, she remembered. Since she hadn't thought to pack a change, she might be wearing it for some time. As she made her way to her destination, tears in her eyes, she sought comfort in her husband's memories, trying desperately to make some of his courage her own. Every shadow made her heart pound with fear!

Unconscious on the ground in front of her was General Zod, still inhabiting Preus' body. Parts of his skin had been burned badly, and blood wept from several cuts on his head.

"Wake up!" she hissed, spittle flying from her mouth. "You must wake up! Your servant will not abandon you here. You must take me with you when he releases you!"

Zod did not respond to her efforts, and she did not dare make any more noise. Most criminals sent to The Phantom Zone had their bodies destroyed – only their spirits remained in this place. She would do nothing to attract their attention. Jor-El had not mentioned it as part of her sentence, but she realised she was lucky to have her body at least. Attempting to destroy Kandor was a crime that placed her on a level with Jax-Ur, and his sentence had been one of the most severe. Whether some small mercy on his part or simply because Clark had thrown her in here before he had the chance, she had been very lucky indeed. She could not have borne becoming a phantom.

Placing her hands on Zod's forehead, she tried to calm herself enough to concentrate. Although The Kryptonian abilities she had stolen from Clark would not work here, she thought some of her other powers might. Although fear kept pulsing through her thoughts, she finally managed to activate her healing ability, watching with some relief as Zod's wounds began to fade. Her own hands were still bleeding after being cut on The Fortress crystals. That could be dealt with later, however; for now there was the matter of persuading Zod to help her. He would not be pleased with her given that she had helped send him here. Still, Zod had no strength here. If he could not be made to see reason, she would leave him no choice. She shuddered as she considered what Zod might do to her when they escaped, however. He would need her to keep his body intact – Preus' body could not survive long outside Kandor - but he would unquestionably want to punish her.

She flinched involuntarily as Zod's eyes flickered open.

"I-I k-know you are angry," she blubbered. "But you have to l-listen to m-me…"

Zod's eyes moved sharply to the right. Lenaria turned as a shadow fell over her. She screamed as she looked at one of the phantoms, backing away slowly, and ready to run at the first sign of movement. Once she might have relied on her shield power to protect her, but when Batman had shattered it, she had apparently lost it for good.

"We have a way to escape," she told it, licking her lips nervously. She could not be sure it could understand her, or be reasoned with even if it could. "We could take you with us, if…"

The phantom moved forwards, and that was enough for her. Raising her hand, she sent a blast of energy towards the creature. Her hand was shaking so badly it missed by a good margin.

"Foolish creature," said Zod, sitting up. She realised what she'd done with some horror. The blast would have given away their position. Unholy screaming seemed to fill the air from all directions. Lenaria began to run.

The phantoms descended.


	3. Power Play

Shifting his weight, Pendar just barely managed to move them out of the way of one of Kandor's impressively tall structures. Lyla's arms were locked around his waist. She felt no shame at all at touching him right now. Pendar was screaming at her, but she heard none of it. She was thinking that she would be buried as Faye, not Lyla. She was going to die and people were going to be mourning someone else. After what she'd done, she supposed that was only fair. Except, she realised suddenly, the illusion would die along with her. It would be her body they found, not Faye's.

"We have to go down!" shouted Pendar, as if she could somehow make this happen. Certainly she could have created an illusion that made him believe they were moving gently towards safety, but unfortunately the present danger would have remained all-too real. The next moment, however, they got the result they wanted. They were heading towards the ground. They were, in fact, going to get there very quickly indeed.

As the front wheel tipped downwards, Lyla became dizzy and slid over the side. Pendar's hand snaked out to catch her arm, his other tightly gripping the handlebar. He was in serious danger of being dragged over with her.

"Just let me go!" she cried. "I'm not who you think I am! Save yourself!"

Grimacing, he tried to pull her back up, but it wasn't going to work. The motorcycle shook for a moment, almost causing him to drop her. She realised that, for just a moment, the anti-gravity device had kicked in again. Then they were falling again. The momentary stop had told Pendar what his course of action should be. Letting go of the handlebar, he spun round, seeping Lyla into his arms and leaping from the side. Lyla wasn't sure how high up they were, but it felt like they fell forever. She found herself drawn to his blue eyes; reflected deep in them was a girl that looked nothing like her.

Pendar hit the ground. His ankle snapped instantly at a vicious angle. Screaming, he dropped her heavily, knocking the wind out of her. She came to her senses just in time to see the burning wreckage of the motorcycle heading straight for her. Rolling to the right, her body was hurled like a doll as the cycle exploded, the flames scorching her back. She had to roll back and forth to put them out, wincing with pain. On the other side, she could see Pendar lying unmoving on his back. He just couldn't be dead…

"Well that's a shame," sneered a voice behind her. As she looked, she saw a tall figure that looked like a tiger, though it stood on two feet. It was also fully clothed, even if most of it's ragged clothing looked like it might dissolve in rain. "That motorcycle would have fetched a fair price, intact."

Beside him stood a short, fat creature with green skin and four eyes. A female with thick purple veins all over her face completed the group. She had a forked tail that smacked off the ground with anticipation. Lyla knew at once that these were dangerous folk. Preus and the C.P.C had driven their kind to the outskirts of the city. While she had little love for the C.P.C, they had certainly had their plus side. With the reduced patrols, it looked like the more unsavoury citizens were creeping back in.

The tiger's hand fell to it's side, a knife appearing there in a blur. Lyla snapped her head to the side as he threw it, gasping as it just nicked the side of her head. He was toying with her.

"Such lovely brown eyes," said the tiger, falling to all fours and grinning at her. She jumped with surprise. Only Lyla had brown eyes… Faye had blue. He could see through her illusion. Not many races were capable of that, but Kandor was home of so many species that inevitably there were a few that could.

"Her eyes are blue, sweetling," said the female, illustrating her point.

"I think I know what colour her eyes are," growled the tiger, giving her a look that silenced her instantly. He moved forwards, circling her, stalking her, eyes alert.

"Leave her alone."

Running into view was a male who looked to be just a little older than her. His clothes looked odd to her, if only because they were so… ordinary looking. A plain dark blue shirt and red jacket stood out on Kandor, since many species meant varied tastes. Most of them were frankly exotic. She watched as he knelt to check on Pendar.

"He's still alive, but he's hurt. We need to get him some help.," said the stranger.

"Uh… excuse me?" said the tiger, looking offended. "Who do you think you are? We're kind of in the middle of something here."

"My name is Clark, and you're all done here. That motorcycle's going to bring a lot of attention this way, so you'd better get out of here. Right now!"

Lyla watched as someone else ran to view. Her relief didn't last long. She'd been hoping for somebody to help, but it was just a whisper-thin female. Not likely to be much help. Still, that was better than the C.P.C. The handsome guy was right; people would have noticed this. Even if the C.P.C had little presence right now, they weren't totally gone. If they found her, they'd learn her true identity with ease.

"Don't worry. I'll make this quick," grinned the tiger, lunging at Clark. Lyla watched as Clark fell to one knee. What was he doing? He had to get out of the way!

As the tiger fell towards him, Clark pulled a small rectangular device with a metal end split into two parts, ramming it into the creature's chest. Lyla winced as an electric current passed through the tiger's body, jolting it violently. It fell back whimpering, looking at Clark with hatred in it's eyes.

"Clark, look out!" warned the girl who'd just appeared. The bloated green skinned alien had lunged at him. Clark sidestepped the initial attack, trying to use his taser again, but the creature caught his hand. Clark struggled for a moment, unable to gain the advantage, before kicking his opponent's chest. The creature's grip broke, and Clark jabbed it in the shoulder, administering an electroshock that forced it to fall back howling.

"Clark!"

The female had chosen a different approach, wrapping her tail around the frail girl and squeezing tightly. Clark's eyes narrowed as he stared the creature down. The girl, Clark's lover she supposed, tried to struggle, but couldn't break free.

"That's enough from you!" hissed the thick-veined female. "I notice this one is wearing an anti-gravity device. Throw away your weapon or I break it."

Lyla knew Clark was beaten. If his companion lost her anti-gravity device, she would no longer be protected from Kandor's heavy gravity. The conditions were so severe that such devices weren't uncommon. Kryptonians could handle it, but many races could not. Reluctantly, Clark threw his weapon aside. The two he had taken down slowly got back to their feet.

"Payback time," said the tiger.

888

From the corner of the cave they were sheltering in, Lenaria lay in the foetal position, hugging her knees to herself and shivering. The wounds the phantoms had inflicted on her were not life-threatening, but they stung all the same. She could have healed herself, but did not dare reveal her power. Their rescuer could not know what she was capable of. Not until it was too late, anyway. Lenaria cowered every time Raya so much as looked at her. She looked like she wanted her dead.

The phantoms had fallen on her, and Lenaria had feared she was done. They had torn at her flesh, trying to mutilate her body, while she struggled uselessly. Fortunately at that point Raya had appeared, using some kind of crystal as a weapon against the phantoms. Lenaria's respite had however been brief, as Raya had then acted as though to use the weapon against her. Before she could, she had seen Zod… or rather, seen Preus. Recognition had appeared in her eyes, and she had brought them here, albeit warily. She had not dropped her guard once.

Zod occasionally eyed her with disgust while he talked with Raya.

"I always figured you would end up here one day. How did it happen?" asked Raya.

Fear ran up Lenaria's spine as she half-expected the fool General to start saying 'Zod this' and 'Zod that'. Fortunately he seemed to have at least some sense. If she realised she was really talking to Zod, they were both dead. Or if she learned of her. Raya hadn't recognised her, but she might well know her name.

"The C.P.C grew discontent with some of my… measures," said Zod. "The sentence said my body was to remain intact."

She noticed Zod eye the crystal somewhat warily, though he recovered himself in an instant. Again his body language and speech might have suggested he was ruler of this place, and exactly where he wanted to be.

"And it will remain so, as long as you both behave yourselves," said Raya coldly. "So, Kandor is still out there. I wonder if Kal… no, never mind. Who is the female?"

"That is my concubine," said Zod. "Her devotion to me is such that she followed me here. It would appear that she now regrets such a decision."

His concubine!? By all means a lie was necessary, but surely he could have come up with something other than that! She tuned out from the conversation, turning inwards, plotting her next move. She and Zod needed one another for now, but once back on Earth she would have to deal with him quickly. She had failed to defeat Zod physically and mentally, and would never dare challenge him openly again. But if she had that crystal…

There was much to consider though, much that she worried over. If she slipped, Raya would use it on her. And even if she got it, it might not work for her. Kryptonian technology often worked only for Kryptonian's. Her telepathic cells might be able to fool it, but…

No buts! It would work! It had to! It was her only chance.

888

Brainiac had little idea what to expect at Clark's Fortress of Solitude despite having been there before. Any number of traps might be waiting for him. It concerned him little. If he failed, another would take his place, and another, until one of them succeeded. The ships's resources were currently stretched capturing cities across the globe, but it could still make copies if need be.

He could not use Clark's key to simply teleport himself to the Fortress, but finding the structure was not difficult. Not for him, anyway. Inside, all was quiet. Jor-El's AI did not awaken, his vessel, Lionel Luthor, was not there. The only thing he saw was a robot next to the bottle city of Kandor, performing routine checks on it's status. Kryptonian design, and certainly sophisticated, though nothing compared to himself. It did not even register his presence. He knew any attempt to take the city or harm it was suicide, but he intended neither of those. Not now, at any rate. The time would come when he would reclaim his property, but not now.

For the moment, all he wanted to do was get inside. He had business in the city.


	4. Justice

During his time on Warworld, Clark had learned one or two things about hand-to-hand fighting. Unfortunately all that did now was reinforce how outmatched he was here. Maybe he could take the fat one, but the tiger was too strong and too fast. Not to mention the female still held Lana, who was trying without success to get free. Lana had a taser as well, but she wasn't going to be able to get it with her arms pinned to her sides. They'd found the weapons amongst Professor Kimda's various bits and pieces in the lab. Weapons were something he wasn't entirely comfortable with, even for defensive purposes, but with his powers gone they had agreed they should take precautions.

Edging towards Lana, he hoped to at least give her a chance to get away. It didn't matter what happened to him; he would protect her with his life.

"Arrrgh!" cried the female alien. "Get them off me! GET THEM OFF ME!"

Clark was as baffled as the attacker's accomplices, who turned to see what was going on. She was lying on the ground, swatting at some tiny invisible attackers that were apparently running all over her body.

"Run!" Clark instructed both Lana and the girl who'd escaped the motorcycle crash. As Lana looked back at him anxiously, he lifted the unconscious youth and swung him over his shoulder. "Go!"

They didn't make it more than a few strides before the tiger leapt in front of them, blocking their path. Gently lowering his burden, Clark stepped forwards, hands raised, making himself an inviting target. The tiger struck with furious speed, claws slashing his cheek before it's weight landed on top of him, pinning him underneath it. Lana didn't hesitate, moving around behind the creature and jamming her own taser into it's back. Some of the current passed to Clark, but fortunately the tiger broke it's grip almost immediately. Snarling, it caught Lana's hand and sent the weapon flying. Before it could hurt Lana, Clark had leapt onto the creature's broad back, wrapping his arms around it's neck. The little fat alien ran forwards (or at least managed a very fast waddle). To Clark's surprise instead of attacking him it leapt at the tiger's feet, knocking it off balance. Clark fell on top of them both.

Why had it done that, he wondered as the tiger (or were-tiger, as he was coming to think of it) threw him off. And the female, veins throbbing all over her body like they were about to explode, was still thrashing wildly at invisible opponents. He looked at the girl who'd miraculously survived the crash. It had to be her that was doing this. It was just like when he'd fought Lenaria, his perceptions being changed in an instant, his mind bending to her will. This girl was surely a telepath of some kind… maybe even an Empireth herself.

The were-tiger went for his throat. As Clark dodged, he noticed a beam of blue light streak across the sky, heading downwards. It struck the tiger in the back, cutting straight through his flesh. Clark could only watch as all life left it's eyes and it toppled forwards. Another motorcycle came down to land, this time smoothly. The rider, a dark-haired man who looked around thirty, looked grimly at Clark, before actually smiling at him. In appearance, he looked as human as Clark, but dressed in a dark blue uniform. A logo on the shirt cuffs identified him as a member of the Citizens Patrol Corps. Clark had had problems with them last time he was here. In moments, another two motorcycles had joined them. These two wore helmets, so Clark couldn't see there faces, but one was male, the other female. The two surviving attackers surrendered themselves into their custody.

"This one requires medical attention," said the leader, meaning the unconscious boy. The female called for help through a communications device in her arm. He turned his attention back to Clark, as if the boy were of no importance. Lana rejoined Clark and they stood embracing each other. That had been much too dangerous a situation to have her involved in. He would have to take her back home as soon as he could. "I am at your service. Are any of the rest of you hurt?"

"We're fine," said Clark quickly. He wanted to keep his dealings with the C.P.C to an absolute minimum this time around. From the way she was trying to melt into the background, it looked like the girl was the same. If she really were an Empireth, that would make sense. They had relentlessly pursued and exterminated much of her race. That said, the former leader of the C.P.C, Preus, had hated all races other than Kryptonians, so that was probably jumping to conclusions. He doubted many people had love for them.

"No need to look so nervous, all of you," smiled their rescuer. Clark recognised the stripes on the man's uniform too. They ranked him as a sergeant, same as Preus. "You're in no trouble. I'm only sorry we didn't arrive sooner. Things have been somewhat… strained as of late. But regardless, every individual in Kandor is entitled to the protection of the C.P.C. Even those who turn up unannounced."

"What does that mean?" asked Clark carefully. The Sergeant responded in a whisper only Clark heard.

"It means, Kal-El, that we rather anticipated you coming to us when you returned." Clark froze as he heard his birth-name. "Rather than, you know, taking your lover to the zoo."

"I don't know what you're talking about," hissed Clark. He sounded angry enough that Lana touched his arm to try and calm him down. He had to keep his head. The sergeant looked amused.

"Don't play dumb. I was on the ship when Preus chased you from the city."

"Then what's the difference between you and him? He didn't believe who I was and tried to kill me because of it."

"The difference is, I did believe you. I still do. Only a true Kryptonian could have used that machine to restore their powers."

"And how do you know about that?"

"Because," said the sergeant. "I invented it. My name is Kimda."

888

"That's impossible," said Clark as he, Lana and the girl (who he now knew to be called Faye) were escorted to the C.P.C's headquarters. Kimda had assured them they were not under arrest, and there would be no repeat of what had gone on before. Clark had been cleared of all wrongdoing, it seemed. "Kimda went missing. And you aren't anything like old enough to have been at college with Jor-El."

"You've been to the museum?"

"Sure, briefly," said Clark.

"Then you must know Krypton has access to advanced cloning technology. Some time after Kandor was separated from the rest of the planet, Preus created clones of every pure Kryptonian he could, myself included. There weren't many, but there are a few of us, all in the C.P.C."

"So… you died?" asked Lana, trying hard to keep up.

"Well, I don't remember it. I retain the original's memories only up to a certain point," said Kimda, sitting behind his desk. Refreshments were brought for them, and he allowed Faye to be escorted to the medical ward to check on Pendar. "According to the records, I was captured and sent to Warworld by the very same creature you were here with before, Kal-El. So you can see why you were judged by the company you keep."

"We're not exactly friends," said Clark, offering a brief outline of the events that had forced them together, "But it doesn't matter now. Lenaria is trapped in the Phantom Zone, and for what it's worth, Mongul is dead."

Kimda only nodded, looking thoughtful.

"Are you here to save the city?" he asked finally.

"It doesn't exactly look like it needs saving," said Clark. "All of you seem to have adapted. But I will try and restore the city, if I can. Only… Krypton is gone. It was destroyed somehow. Only myself and this place have survived."

Kimda closed his eyes and took a deep breath.

"I'd given up any hope of ever seeing it again anyway," he said finally.

"There's something I don't understand," asked Lana after giving him a minute. "If you had that machine to give you powers, why didn't you use it yourself?"

"What makes you so sure I didn't?" asked Kimda with a sad smile. "I made it out no problem, same way Clark did. Found myself in a space-ship, alongside other cities like this one, tiny cities in glass bottles. I was only a few inches tall, so I managed to stay hidden, but quickly I fell ill. I began to realise the environment was killing me. I couldn't live outside the city anymore. I came back here. Never told anyone. Funny part is, the people here are beginning to think we're keeping them trapped against their will."

"Because I showed up," said Clark.

"It started before that, but I'm afraid you didn't help matters," said Kimda. "People are rebelling. The early signs are that the girl's bike was sabotaged. Well actually, her father's bike. He was one of the key scientists who helped explain the situation to the people in the first place. We both were."

"So you're saying someone tried to kill him?" asked Lana.

"I'm saying that many Kandorian's have been discontent for a long time, and now they think they've been lied to. We've dealt with most problems so far, but it's only a matter of time before things get out of hand. Which is why we need you."

"I don't understand," said Clark. "I have no powers here, and it looked to me like your machine had burned out."

"I'm not trying to sign you up for the C.P.C, Kal-El," said Kimda. "Your real power, here at least, is as a symbol. If you explain to the people who you are, tell them you're going to save them, then the attacks will be averted."

Clark and Lana shared a look. Getting dragged into Kandorian politics would take him way out of his depth. Before the discussion could continue further, however someone barged into the office. Kimda looked unconcerned.

"Sergeant, it's the Hall of Justice! Somebody's accessing the Phantom Zone equipment without authorization!"

888

"I can tend to your wounds, if you like," said Raya once Lenaria had calmed herself slightly. She would never feel real calm, not in this place. The fear was there all the time, just as it had been during the war. There was no hunger or thirst; she felt like half a person here, only half-real.

"That would be very kind," said Lenaria between sobs. If Raya was starting to pity her, all the better. While she did feel some humiliation over her weakness, it would be worthwhile if it made Raya underestimate her. It was tempting to strike now while Zod was away, but she stayed her hand. If he returned to find Raya dead, he would know she held the crystal. Lenaria did not intend him to know that until it was too late. She didn't know exactly where Zod was; he'd explained he wanted to look around the area. Madness to leave the protection of the crystal, she thought. Without it she knew Raya would have died long ago.

"You'll need to take your dress off," said Raya when Lenaria did not move. Lenaria flushed. That might very well be something a 'concubine' might be comfortable with, but she most certainly was not. "You can be modest or in pain. Your choice."

Turning around, she reluctantly began to strip to her underwear. Her body was not something she was particularly proud of. It had never recovered after she'd given birth to her two children…

To Raya's surprise, she struck her own head. Those were not her memories! Lenaria had never given birth, never wanted children. That memory belonged to one of the meteor freaks whose abilities she'd absorbed. She'd used a machine to discard most of the memories she didn't need, but some seemed impossible to be completely rid of. No, the only problem with her body was age. In Earth years, she was almost forty-five. Her face was still somewhat youthful, but her neck was wrinkled and her breasts were sagging. Still, her husband had found her most pleasing, and she could still feel that adulation in his thoughts. It brought her a measure of comfort even here. Still, the memories of her time in The Phantom Zone were ones she would gladly get rid of. Too risky to interfere with your own memories though, or she would have removed all recollections of the Empireth war long ago.

With her back still to Raya, she failed to notice the crystal slip into her hand. She felt something strike into her from behind and spun wildly, failing over as she did.

"Wait, wait!" she cried, scrambling to her knees, raising her hands in a pitiful defence. It took her a moment to realise Raya had already replaced the crystal. "What… what did you just do?"

"A test. Sometimes the phantoms take hosts. If you'd been one of them… well, you wouldn't be my problem any more," said Raya. Lenaria narrowed her eyes. It was not the way she would have chosen to find out – her heart was still pounding wildly – but it was good to know that the crystal couldn't harm her. And also to know that it was a real threat to Zod. She would not dare attack him without a definite way to take him out. A very dangerous individual was The General. She threw herself at Raya's feet, telling her she could be trusted, she would never harm her, never. Grovelling came easily to her. Mongul had given her much practice. She hesitated for a moment when Raya drew a knife. "This however, will most certainly hurt you, whatever you may be. Tell me who you really are. Preus' concubine? What nonsense."

"Y-you are right," said Lenaria. She watched the knife carefully. She wanted Raya alive for now, but if she made any move, she would kill her. For that stunt with the crystal, she would burn a hole through her skull. Slowly. "You m-must understand, he forced me to do it. He would have killed me if I hadn't gone along with him…"

"What do you mean?" snarled Raya. Lenaria looked around to ensure Zod wasn't around. If he came back and heard her now, she would surely lose her chance. Until they were free she couldn't risk harming him.

"That is not Preus -that is General Zod," said Lenaria, shuddering for effect. "His servant, Brainiac, managed to release him from The Phantom Zone into Preus' body." Saying she had done it would not have gone down well. "A boy named Kal-El managed to send him back."

"Kal-El?" said Raya, eyes wide.

"Yes, a Kryptonian," said Lenaria, trying to seize the initiative.

"I know he's a Kryptonian," said Raya. "I'm a Kryptonian myself. If you know Kal-El, then you are from Earth?"

"Yes, that's right," said Lenaria warily. She would have to ensure she was not caught in a lie. "I was sent here by mistake, I have done nothing…"

Raya shook her head. "Guilty or innocent, it doesn't make any difference. There's no escape from this place, not for any of us. I'm not a criminal myself, but I'm as trapped here as the phantoms."

"You are wrong; there is one way. Brainiac is going to try to release Zod again. When he does, we can go with him. On the day Kal-El fell to Earth, I was gifted with the power to heal from the meteor rocks that came with him. That's why Zod needs me, to preserve his body. If you give me the crystal, we can use it when we escape…"

"That crystal was given to my by Kal-El's father. It saves my life every day I am in here, and I won't part with it for any reason. And if you can heal, why haven't you healed yourself?"

"Zod would have punished me severely had I given anything away. He must not know we have spoken. Please, you must see that giving me the crystal is our only chance."

Lenaria resisted the urge to continue speaking as Raya thought things over. Babbling would not help her here. She would have used her powers to control Raya, but either her telepathy didn't work here or Raya was immune. She had already made a tentative attempt.

"I'm sorry," said Raya finally. "It's my duty to Jor-El to ensure Zod stays in The Phantom Zone. I can't take any chances. As soon as he returns, I'll trap him inside the crystal."

Lenaria snarled inside, though she showed none of her frustration. If Raya could not be convinced before Zod returned, she would have to die.

888

Since most of the Phantom Zone equipment here was no longer operational, The Kandorian Hall of Justice was now largely disused. Even with his considerable talent, he couldn't simply set the equipment up so that he could release Zod, though he could use it for communications purposes. Since he no longer knew whether Zod would require a vessel or not, he would need to put it to use. He still held Lex's trust, so his plan to use him to host Zod could still be put into effect. Being a phantom however, was not a terribly pleasant existence, and it was possible he was using The Empireth to preserve his body. Activating the screen brought up a view of the desolate looking place. The system could distinguish between phantoms and non-phantoms, and there were only so many of the latter. Even fewer were phantoms within bodies. It took a little time, but he was able to locate 'Preus' without too much difficulty. With The General was The Empireth, who looked a miserable wreck, and a Kryptonian he knew as Raya. She had been a friend of Jor-El's, a long time ago.

He could have left it at that, but decided to speak with Zod while he was here. Extremely unwise to alert the Empireth or Raya to his presence. Instead, he used the equipment to call Zod away from them. There would be a signal only Zod could hear to lead him to a suitable spot. He waited with infinite patience as Zod made an excuse and left the two females.

"Who summons me?" asked Zod, looking around. Brainiac could see Zod, but Zod could not see him. He could hear him though.

"It is your servant, the Brain-Interactive Construct, General Zod," said Brainiac,

"It is interesting, machine, that thus far The Empireth has been more successful at releasing me than you," said Zod.

"Forgive me, General. However, I would point out that she was also responsible for returning you here."

"Along with Kal-El," said Zod. "I take it you have another plan?"

"Of course. Your release will be secured shortly."

"The Empireth will have to remain with me until a way to cure the exposure sickness can be found."

"I already have one, General. I provided a human with a suit of armour that can stave off the sickness. You will need to wear it at all times, but it can protect you until I come up with another solution."

"Even if I could barely walk in it, it would be less bothersome than The Empireth," said Zod. "Be sure to have it ready. As soon as we are through, the leech's time is up."

"As you say. I already have a glorious empire for you to return to, General Zod. I have acquired many cities from across the galaxies. Once a suitable planet is found, they can be restored to their full size and their inhabitants made your servants. They will all kneel before Zod."

(Author's Note: A few things I should point out here: Kimda and Lyla are from the comics.I have never read the only comic Kimda appears in (I've only gotten into the comics recently). He was someone I came across during research (ie looking up wikipedia) and tossed him in as a throwaway reference in Condemned Memories. He is vastly different, through circumstance, in this story to the comic. Same as he would be if he appeared on Smallville, of course. The character was created by Otto Binder.

Lyla is the only Empireth to appear in the comics, and is around for only one story arc. Again, very different circumstances for her here (she doesn't pretend to be someone called Faye in the comics, for example, though she is hiding from the C.P.C.) Lyla originally sort of had Lenaria's role in Condemned Memories, except that wasn't a villain role at the time. Once I switched it, I came up with my own Empireth character. Given the possibilities of the race, I figured it would be fun to have one around that had few morals holding them back. If I'd known about Heroes at the time, Lenaria would have been scrapped as well, given that show had a power-sucking villain around the same time)


	5. The Devil

"How's he doing?" Lana asked Faye as she entered the medical bay. Pendar looked to be the only occupant, though there were plenty of empty beds. Faye sat beside the boy, looking anxious. Although Lana had aimed for friendliness, the girl was looking at her warily.

"He's going to be okay," said Faye. "I should never have… I tried to talk him out of it…"

"Hey, the important thing is that you're both going to be alright," said Lana, standing near the bed. Faye actually moved back to get away from her. Lana remembered that the three of them might all look the same, but they were from different races.

"He's too young to drive one of those things, and it belonged to my father," said Faye. "The C.P.C are going to ask all sorts of questions…"

Lana nodded. Kimda hadn't seemed too concerned by the whole thing, but that didn't mean he would leave them alone. She didn't know much about the legal system here, but they could be in trouble.

"Thanks, for your help back there," said Faye. "That guy you were with… I heard him called Clark… but also Kal-El…He's Jor-El's son?"

"That's right," said Lana. On Earth, Clark's secret was something she would die to protect, but here the cat was out of the bag, so to speak. Being different here wasn't exactly a big deal due to the huge varieties of peoples. The problem was that in her experience so far, she'd seen that the people were largely divided. Rather than coming together, the different races seemed to try to keep to themselves mostly.

"He was great back there. So fearless. Is he around? I'd like to thank him as well," she said, blushing slightly. Lana recognised the symptoms – the girl definitely had a case of Clark fever. No cure for that, Doctor Lang, but be sure to handle the patient delicately.

"He uh, ran off with Sergeant Kimda. Apparently there's some trouble at the Hall of Justice," said Lana, trying not to sound so worried. Clark had insisted on going along, and Kimda hadn't protested. Lana had told him not to get involved. On Earth, she understood that he had to use his abilities to help others. She would never try and stop him from doing that. Here, however, he didn't have any powers. He was totally vulnerable. Clark had explained that if someone was interfering with The Phantom Zone, it was his responsibility. She'd admired his determination, but had still tried to talk him around. Unsuccessfully, of course. Stubborn idiot!

"I'm sure he'll be okay," said Faye, as though reading her thoughts. Which reminded Lana about the unusual help they'd received during the attack.

"Faye, I think Clark and I should probably be the ones thanking you," she began, before noticing the girl's eyes. While she'd been apprehensive the whole time, she looked outright terrified now.

"It's okay," said Lana, raising her hands to signal everything was fine. Your bedside manner could use a little work, Doctor. "I've met lots of people with special abilities. They don't frighten me or anything. Well, except the ones that try to kill me. Which, um, is a lot of them."

Her attempt at humour failed.

"You can't tell anybody!" gasped Faye. "Nobody knows about what I can do. If the C.P.C find out…"

"Calm down," said Lana quietly. "Clark and I won't tell a soul. Where we come from, we don't want anyone to know he has abilities either, so we know how you feel. We're good at keeping secrets."

Faye regarded her carefully, nodding slowly.

"So you really are from outside Kandor. But how is that possible? Pendar says the C.P.C are lying to us about the bottle, but my father helped convince the people it was there."

"It thanks to Clark's father. He can transport us to and from the city," said Lana.

"Then we can get out," said Faye. Lana's heart sank.

"No, sorry," said Lana. "I don't really know how it works, but any Kandorian who leaves gets sick and dies."

"Oh. Well, at least Jor-El is working to get us free, right? Everyone knows he's one of the greatest scientists Krypton ever had. If anybody can help us, he can."

Lana smiled non-comittally. Don't give the patient false hope, Doctor, but don't leave them with no hope either. Besides, Clark had said he would find a way. She had no idea how, but if he said it, she would believe it. And what a pleasant thought that was, to be able to believe Clark Kent completely.

888

Despite the fact that he could now fly on his own (under a yellow sun, at least), the flying motorcycles were still pretty fun, Clark had to admit. Kimda had stuck him behind one of their escorts. The C.P.C were taking no chances; a dozen members were coming along for this one. Kimda had also insisted Clark wear a helmet. He wasn't sure what use a helmet would be if he fell fifty feet to the ground below, but didn't argue.

The guards fanned around Clark as they entered the building. He'd been given strict instructions not to get in the way. For the first time, he wished he'd listened to Lana. The C.P.C were armed with some kind of ray-guns, while he didn't even have his taser anymore. He wasn't exactly going to be much use here.

As they burst into the room containing The Phantom Zone equipment, he realised nobody was going to be much use. Not against this.

"Step away from the controls," ordered Kimda as the unit, as one, pointed their weapons at Brainiac.

"No, wait!" shouted Clark. Kimda wouldn't recognise what Brainiac was, not in it's Milton Fine form.

"Ah, Kal-El. I figured that you would be here, given your disappearance from Smallville. You've missed quite a lot while you've been away," said Brainiac, turning to meet them. No Kryptonian had powers under a red sun, but Clark knew Brainiac wasn't a Kryptonian… he'd just been made by them. They were all completely outmatched here.

"Sergeant, that's Brainiac. The one who shrunk Kandor all those years ago," warned Clark.

"That can't be!" growled Kimda. It was the first time Clark had seen him lose his composure.

"I assure you, it is quite true," said Brainiac casually. "Congratulations on your promotion, Professor Kimda. Personally I preferred your predecessor, but he now has been fortunate enough to aid the one who inspired him the most."

"You were created to serve us, not Zod!" roared Kimda, his hand cutting through the air.

"Your orders, sir?" asked a C.P.C member on the right. Clark noticed his hand was trembling.

"Do nothing!" ordered Kimda. "You must know the equipment is damaged. There's no way for you to release Zod from here."

"Not from here, no," said Brainiac. "So what do you say, Kal-El? Shall we go to your Fortress?"

Clark stepped through the line of officers, staring Brainiac down. Even without his powers, he would not show fear.

"I'll never release Zod," said Clark. "You know that."

Brainiac smiled.

"Come now, Mr Kent. Before you make any decisions, I'd like to show you something. It's not much… just a modest collection of mine."


	6. Multiple Man

Batman had plenty of experience dealing with riots; they happened at Arkham Asylum with worrying regularity. This however, was the first time he'd got caught up in one that was sweeping the entire city. His utility belt, while expansive, could still only hold so much, and he'd already used his supply of tear gas. Fortunately he kept stores of equipment not just in the Batcave, but also carefully hidden at locations around the city. He assisted riot police where he could, but he was still only one man, and there could be no help from the outside. There was no immediate hope of containing the chaos.

Ironically, the rioters were destroying everything but the glass that was keeping them prisoner. Although he would need time to study it more closely, Batman knew it was no ordinary glass. Attempts had been made to cut through, but so far nothing had made so much as a scratch. With time he knew he would find a solution, but that presented another question: what happened when they got out?. Not much could be seen outside, though they appeared to be placed on a metallic surface. Like they'd been shrunk or something…

No further time to dwell on it as he ducked a thrown projectile, which shattered a window behind him. Before he could deal with the thrower, another problem presented itself: A young woman was lying hurt on the ground, and a mob was about to run over her. He had no time to make it to her, his hand instead falling to his emptying utility belt. He was about to throw a warning Batarang before someone hit the ground, rolling on his shoulder before carrying the woman to safety. Batman recognised her saviour, mixed emotions filling him. In the next moment, that very man had drawn a bow and let loose with an arrow that Batman figured was meant for him. He dived left, but even as he moved he saw he hadn't been the target. The man who'd thrown the rock at him had been about to try to win that goldfish again. Instead, he suffered an electric shock and collapsed.

"Green Arrow," said Batman. Despite himself, he was impressed; Green Arrow had managed the shot in one smooth movement, without even appearing to think about it.

"You know, the people of Gotham hear one little rumour that I'm going to show up, and all this happens. I'm flattered, really," said Green Arrow. His tone was light, but he was examining the woman with some concern.

"Which is funny, since I remember telling you never to set foot in my city again."

"YOUR city?" laughed Green Arrow. "Please, people either don't believe you exist, or they don't trust you. Maybe it's the mask."

Batman didn't bother pointing out that Green Arrow was wearing a mask as well. Several police officers were running towards them. It wouldn't have surprised him if they were after Arrow. Usually they might be after him as well, but fortunately he seemed to have a truce with the police at the moment. Most were seeing he was trying to help.

"This woman needs to be looked at," said Green Arrow. One of the officers took her, explaining there were paramedics nearby. The police radios still worked, but calling an ambulance was a waste of time. Another officer approached Batman, looking at him warily.

"Batman, we have a crisis situation over at Arkham. The inmates have escaped!"

888

One minute Clark was in the Hall of Justice, the next he was in the Fortress of Solitude. The small device in Brainiac's palm, looking something like a pen-drive, had apparently brought them here.

"What do you want to show me?" asked Clark. His imagination was working overtime. Even so, it completely failed to produce anything as crazy as the truth, A second Brainiac, looking exactly the same as the first, appeared at the entrance to the Fortress. In his hands he held a glass bottle. At first glance, Clark figured it was Kandor. When he saw Kandor was still with it's robot monitor Kelex, he looked closer. Using his special vision he was able to identify Metropolis. He looked at Brainiac with horror.

"What have you done?" he asked breathlessly. Millions of people were trapped in there. How many of them were close to him? Chloe? Lois? Even Lionel and Nell… Had any of them been in the city? Had all of them?

"I hadn't intended to resort to such measures, but both you and The Empireth were making too good a job of interfering with my plans," said the Brainiac holding Metropolis. "It was time to end it."

"You haven't won yet," said Clark, keeping an eye on both of them.

"I had intended Preus for Zod's vessel anyway," said a third Brainiac, appearing alongside the second. It too held a city in it's hands. Landmarks such as Big Ben and The Millenium Eye told Clark it was London. "Though I hadn't expected things to happen as they did. I was able to interfere with this place enough that another Kryptonian – or one close to being such – could affect it other than yourself."

"However," said the first Brainiac, "it would appear Jor-El has now reversed our action. Therefore it once more falls to you, Kal-El."

"The choice is simple," said the second. "Release Zod, or we will destroy the cities."

"And in case you are wondering, we have others," said the first, as the three surrounded him. "Even if you and Jor-El stop us here, we can destroy them. In a heartbeat."

"And take more, if need be," said number three. "We will harvest this entire planet if it serves our purpose. Think how many innocent lives will be lost if you fail to comply."

"How many innocent lives will be lost if I release Zod!?" snarled Clark.

"Time's up, Clark," said the first, placing a hand on his shoulder. "Even a slow student like yourself must know the situation is hopeless."

Clark tried desperately to think of a way out. Jor-El offered no help. What else could he do? He had to chance everything on getting another roll of the dice. May God forgive him if he was wrong.

Brainiac showed him what he needed to do, and Clark manipulated the console slowly, still trying to find another option. As the portal to the Phantom Zone opened, he knew he was never going to find one. He'd doomed the Earth. He should never have listened to Brainiac. But then, how could he have stood by and watched millions of lives be destroyed?

What do you think you're going to see now, roared a part of his mind that sounded more viscous than Kal-El had ever been.

There was no phantom this time. Instead, striding through like a king returning to his castle was the familiar form of Preus. Preus was not one of Clark's favourite people, but the person now controlling his body was far worse.

"Well, Kal-El," Zod said, approaching without hesitation. "What are you waiting for? Aren't you going to try driving me back again?"

"I've done what was asked," said Clark loudly. "You're free. But if you really are as strong as you say, you'll fight me one-on-one. Man to man… or Kryptonian to Kryptonian, I guess. We'll settle this once and for all. Leave your servant out of it. Or are you afraid a soldier can't take an Earth farmboy?"

Zod actually smiled, though his eyes looked no less severe. He was about to offer a reply when two others came through the portal; one scuttling through like a spider, the other leaping. The later Clark did not recognise, but the other shouldn't have surprised him. He could certainly have pictured Lenaria skulking around the Phantom Zone after Zod, knowing Brainiac would try to release him. As a matter of personal preference though, he would have pictured her as wearing more than her underwear, which was all she had now. It looked like her body had gotten cut up pretty badly in there somehow. She hadn't been hurting that much when he'd locked her away.

"Now!" ordered Zod, speaking to Brainiac.


	7. Fortress Showdown

The Fortress had become rather crowded. At the centre was Clark, surrounded by three Brainiacs and General Zod. Outside this circle was Lenaria and a female Clark did not know, but given that she had emerged from The Phantom Zone, she was presumably trouble.

Zod had given Brainiac some kind of signal, but whatever they'd been planning didn't come to fruition; Clark watched with some surprise as Brainiac #1 fell very still. Attached to the back of his head was Kelex, which administered a shock that caused Brainiac to fall forwards lifelessly.

"Kal-El, look out!"

The unknown female's warning came too late, as Zod struck with a furious roar, spinning Clark on his feet. He staggered back, his cheek torn wide open, raising his hands instinctively to ward off the next attack. Zod's follow-through never connected, however, as the female suddenly sped in front of him and slammed her fist into Zod's chest. Zod's eyes bulged, but otherwise The General showed no sign of pain. As Clark tried to help, unsure how the female knew his name, a crystal slid smoothly into her hand.

Before she could do anything with it, Brainiac #2 had grabbed her wrist.

"No you don't," he snarled, twisting her arm at an awkward angle, causing her to gasp with pain. Clark tried to help, but Zod suddenly blasted him with an attack Clark had never seen before. From Zod's mouth came a powerful, icy cold blast that drove Clark backwards until he slammed against the side of The Fortress.

Keeping her head low, Lenaria sprinted for the exit, no doubt hoping to escape during the confusion. Brainiac #3 blurred in front of her, blocking her path. As Clark struggled to his feet, his heart tightened as he saw her blast Brainiac with twin beams from her hands. He wasn't worried about Brainiac, but the city he was holding was another matter. Lenaria had struck with no thought about it's safety. Launching a furious blast of heat vision at Zod, he ran towards the city as it fell from Brainiac's grasp. Brainiac fell in slow motion before suddenly speeding up to match Clark as he launched his own heat vision at Lenaria. Clark knew his own attack wouldn't be able to even scratch Zod, but he hoped to at least slow him down. Diving forwards, he turned his head from Zod as late as he dared before catching the city of London in his hands.

Zod, hovering slightly above the ground, caught him with a crescent kick that knocked him from his feet. Clark had to twist his body to protect the city, landing even harder than he should have. From the edge of his vision he could see Raya and Brainiac #2 still grappling with each other. The crystal had been knocked from her hand and lay next to the main console. Clark didn't know how it worked, but it might be his only chance against Zod now.

Parts of the Fortress suddenly began falling apart; crystals embedded in the walls flew out into the open, hovering in the air. They were scattered through The Fortress at random, and Clark had to dive out of the way as one almost impaled his foot. The crystals here were native to Krypton, and as such could potentially hurt anyone here regardless of their strength. Clark could guess what had happened; unless Zod had other powers he didn't know of, this was probably Lenaria's doing. Perhaps some kind of telekinesis?

Zod flew between three crystal shards that were aimed in his direction, blasting a forth aside with his heat vision. Brainiac #2 however, hadn't seen the move coming, and one of the crystals tore through his neck. An instant later he had disappeared. Lenaria, hair looking wild now, seemed surprised by her success.

(CLARK, YOU MUST OBEY ME.)

Clark winced as he felt her voice enter his head, trying to fight her mental assault. He knew though that he had no chance; even after being instructed to kill Lana, he had never been able to break Lenaria's control, not without help.

(DISTRACT ZOD WHILE I GET THE CRYSTAL. DO NOT LET HIM HURT ME – YOU WILL PROTECT ME AT ALL COSTS. AND STOP GAWPING AT ME, YOU FOOL! AS FAR AS YOU ARE CONCERNED I AM FULLY DRESSED!)

His resistance crumbled. Placing the city aside, he flew into the air after Zod, grabbing his shoulders and trying to throw him onto the console. Zod broke his grip with ease, grabbing his head and slamming it against the Fortress wall, grinding his face against the surface as he dragged him back to the ground. Clark's blood left a trail down the side.

Lenaria snaked towards the crystal, diving forwards and seizing it triumphantly. Before she could even lift it, Zod stood on her hand. Her gasp was cut off as he seized her throat.

"Y-you must understand," she said, struggling to speak. "It was never my intention to betray you, I only…"

Her pleading ended as Zod squeezed her windpipe tighter and tighter. At first she struggled frantically, but gradually her efforts became weaker as she succumbed.

(HELP ME, CLARK. PLEASE… Please… help me…)

888

Lex sat alone in the facility he was housing the alien equipment in. Normally he would have kept it somewhere in Metropolis, but since he no longer knew where the city was – no longer knew if it even existed anymore – he was using an old underground base in Smallville. If his business was really lost to him, he knew he had everything he needed to start over again right here. While not much of the equipment was operational, much could be learned from studying it. There was sophisticated weapons tech the military would be very interested in. And although he hadn't seen it in action, his team were convinced there was advanced medical technology as well. He could save lives and make a fortune into the bargain.

Except when he should be feeling triumphant, he felt miserable. Cities were disappearing, Fine was playing games with him, Batman knew about the meteor freaks he kept in Level 33.1. Strange how Batman had disappeared like that back on the space station. No matter, he'd disappeared again, this time along with the rest of Gotham. He wasn't concerned in any case; if he had been, he would never have allowed him to just walk away. Batman had no proof, no credibility, no allies. All he had was a mask and a fancy belt.

More worryingly, he hadn't been able to get in touch with Lana. That troubled him. He'd even tried contacting Clark to see if there was any news, but hadn't been able to get hold of him or even Mrs Kent. Had they all been in Metropolis when it went missing?

Lana still had Kandor. He had not asked her why she needed it. He didn't need to. When the time was right, she would tell him, he knew. She would tell him everything he wanted to know, and she would do so willingly.

888

With Lenaria still holding onto control of Clark, seeing her hurt drove him into a rage. Leaping across the Fortress, he brought both hands together and clubbed Zod's arms repeatedly until he broke his grip. Lenaria fell to the ground, crawling out of the way as Clark launched strike after strike against Zod. Even going all out, Zod dodged most of the attacks and barely moved the few times he connected. With a look of irritation that the battle had somehow lasted this long, Zod grabbed Clark's fist and squeezed. From her vantage point, ducked down behind the main console, Lenaria popped her head from cover and launched a barrage of energy blasts at Zod. Some of them struck Clark as well, though he was more than prepared to sacrifice himself for her.

Caught in the battle as he was, he barely noticed Brainiac #2 viscously pounding Raya's face. Her blood dripped from the machine's hands. She couldn't even defend herself anymore. He would have helped her if he could, but right now protecting Lenaria was all that mattered.

It was Lenaria instead who emerged as Raya's saviour, as a thick tendril suddenly shot from her body, wrapping itself around Brainiac and pulling him back. Brainiac tried to burn it with his heat vision, but before he could finish the job his body was impaled on the console.

"On your knees!" spat Zod, forcing Clark down to first one and then both knees. To his surprise, Zod then wrapped his arms around him, almost in an embrace.

"Please don't kill her," he said.

"Goodbye, Kal-El."

With one quick wrench, Zod broke Clark's body in two. He howled, never having known pain like it before in his life, collapsing weakly to the ground. He tried to move, but couldn't. He had nothing left.

Raya slammed the crystal against Zod's back, holding it in place. At first he looked simply annoyed that someone had caught him off-guard, but moments later it turned to shock and pain. Clark managed to raise his head just enough to see Zod's spirit actually being drawn out of Preus' body. For just a second it looked like The General's will might be strong enough to hold on, but as he snarled defiance, his essence was forced inside the crystal. Something could be seen swirling inside for a second, and then the light of the crystal faded.

Eye swollen shut, lip busted wipe open, Raya fell to her knees beside him.

"Jor-El, if your memory is here, please, your son needs you now," she said, words barely comprehensible.

"Well, that's Zod fucked," said Lenaria, emerging from cover. "Thank you, Raya. None of this would have been possible without your gullibility."

"I never did trust you," said Raya, moving protectively in front of Clark. He couldn't see what happened, but the next thing he knew she was hurled across the Fortress like a toy. Lenaria stepped into his field of vision. The pain was unbearable, impossible to fight against.

"I could heal you, but in truth I think I prefer you this way, Clark. Much less threatening. You have been a constant nuisance, but remember this: you could never beat Lenaria on your own. Tell me, where is that necklace now? The one that somehow protected you from my power before?"

"It's with Harrison. He's living with his grandmother," said Clark. He had just condemned the boy to death, he knew but right now the only things that mattered were the pain and this beautiful Angel. This Goddess, in fact. He would tell her anything she wished to know.

"And what do you know of my base? Has it been discovered?"

"Lex Luthor found it. He took most of the technology for himself."

"Then I'll just have to take it back. I have need of it. Oh, yes, my plans definitely require it. You will live long enough to see them reach fruition. That said, your body can be repaired, even if it appears your father has forsaken you, and I can't have you running around plotting against me. Your mind, however, is a different story."

Clark didn't know what she meant. In truth, he could barely even comprehend anything she said, since his agony was all-consuming. Though as Lenaria fell silent, his pain disappeared. He left the Fortress, left her and Raya both, emerging somewhere he didn't recognise yet felt completely familiar.

(I HAVE LOCKED YOU DEEP WITHIN YOUR OWN MIND, KAL-EL. IN HERE, YOUR OWN MEMORIES WILL TURN AGAINST YOU. IT WILL NOT BE PLEASANT, BUT THEN, NEITHER WAS THE PHANTOM ZONE. ONCE I AM READY, I SHALL RELEASE YOU. ONLY ONCE YOUR MOST DISTANT HOPES HAVE BEEN LOST SHALL YOU BE FREE.)

A doorway appeared in front of him, and Clark looked at it hesitantly. Since there was nowhere else to go, he slowly pushed it open.

And screamed.


	8. Freedom

Raya thought she might have blacked out for awhile. As she struggled to her feet, she noticed the battle had taken it's toll on The Fortress. It's structural integrity didn't appear to have been compromised, at least. But maybe something had happened to Jor-El's AI. She knew it should be stored within here, used to guide Kal-El and aid him with his training, but it hadn't responded when she'd called on it. Wiping blood from her eyes, once her vision returned she crawled over to where Kal-El was lying. Zod had broken his back.

Remembering the crystal, she was somewhat surprised to find she still had it on her. Lenaria hadn't taken it. That was something, at least. If some kind of damage had been done to this place, she could use this to restore it.

"There is no need for that, Raya. I am here."

"Jor-El?" asked Raya, looking around. It took her a moment to remember herself; there was nothing for her to see. Jor-El's body was gone. "You never came, when I called on you before."

"What happened here was a direct result of Kal-El disobeying my instructions. While I told him to destroy The Empireth known as Lenaria, Kal-El instead brought her here to face trial. I told him then that any consequences of that decision would be his to deal with."

Raya closed her eyes. Lara would have been so happy to know that Kal-El had made it. She was delighted herself. But it sounded like Jor-El and his son didn't exactly see eye to eye.

"But he completed the training? He has accepted his destiny?"

"He had begun to accept his Kryptonian destiny, as shown by his ability to fly. However, Kal-El abandoned his education for a human."

"I don't understand… do you mean the family you chose for him? He left the training for them?"

"No, for a girl named Lana Lang, his lover."

Raya sighed. Lara would have been delighted that Kal-El had found someone, but at the same time, Kal-El's destiny was too great to be put aside for any one person.

"Don't give up on him now, Jor-El. All of our hopes and dreams… all of Krypton's hopes and dreams… they all rest with him. Please, I'm asking you to help him."

"His body can be healed," said Jor-El. "But The Empireth has also placed him within a mind trap. Her power is great, and it is beyond my ability to undo."

The Empireth Lenaria. If only she had recognised her, but she'd never seen her in person, and the images she'd seen would have been very out of date. Time had no meaning in The Phantom Zone; she hadn't aged a day since she'd been inside. Judging by Kal-El's age though, she must have been imprisoned for around twenty years. It had been Jor-El who had saved her, sending her there just before Krypton was destroyed with the crystal to protect her. It was a horrible place, but to be here to see that The Kryptonian Race still lived on made it worth it. Jor-El hadn't completely failed.

Near the entrance to The Fortress one of Brainiac's copies still lay unmoving.

"That copy didn't disappear like the others," she said. The small robot was still attached to the head.

"It has been cut-off from the ship."

"You plan on reprogramming it?"

"I plan on returning it to it's original purpose," said Jor-El. "I have a mission for you, Raya."

From one of the Fortress crystals a bright light came forth. Raya shielded her eyes but let the light move across both Kal-El and herself. When it faded, their wounds had gone. Kal-El did not awaken.

"I am ready."

"This Fortress is not all of Krypton that survives. The city of Kandor still exists, although in another dimension. Within is Lana Lang. I ask that you enter Kandor and use this to bring her back here," he said as a crystal floated carefully in front of Raya, who grabbed it. "Kelex will accompany you. He will be able to guide you to her location."

"I understand, Jor-El. It's… it is good to hear your voice again. Thank you… for everything."

"You did well to survive The Phantom Zone. Now go, and return here quickly."

888

"Forgive me for asking," said Lana, knowing she was about to push her new understanding with Faye to the limit. "But you wouldn't happen to be an Empireth would you?"

"I don't know why you would say such a thing," said Faye, disgust on her face. "Preus had them exterminated. All of them. A small psychic talent doesn't make me like that. Don't ever say that again."

"I'm sorry," said Lana quickly. She shouldn't have asked. It was none of her business, after all. "It's just… I kind of met one, once before. It'd be okay if you were, is all."

"Met one? On Earth? But how could…?"

The question went unanswered as Sergeant Kimda, two guards standing alongside, strode into the ward. They moved almost in unison. Lana sprang to her feet at once.

"Where's Clark?"

"He's been taken by something known as The Brain-Interactive Construct," said Kimda, showing no emotion.

"Brainiac? Taken where?"

"You know of it? He said he was taking him to Clark's Fortress to show him a collection of his. Do you have any idea what he meant by that?"

"Well, I know what Clark's Fortress is, but I don't know about any collection. I have to go there," she said, before gasping. Clark was the one who had the crystal that would take them back. Without that, she was trapped here.

"I don't think that's wise," said Kimda, ignoring her gasp. "You would only be a liability to Kal-El."

Lana bit back an angry response. Admittedly what he said was true, but that didn't mean she liked to hear it, especially not when he was being so arrogant about it.

"He could be hurt," she said instead.

"Well, you're not a prisoner," said Kimda, turning on his heel and waving a hand dismissively. "Do whatever you like."

888

Back in his office, Kimda slammed his fists against the desk. Brainiac's reappearance had been completely unexpected, and could jeopardise everything. Their contingency plan had already been put in place, but he couldn't be sure it was enough. When someone knocked on the door, he took a moment to compose himself before allowing them in.

"Lieutenant," said Kimda, addressing the blonde-haired female who entered. "Any further sightings?"

"Nothing yet, sir. The Eradicator will inform us if it finds anything. I'm actually here about another matter."

"Oh?"

"Faye. Or shall I call her Lyla? I understand you plan to release her and Pendar without charge."

Kimda, taking a seat behind his desk, smiled. Inside, however, he felt uncomfortable, and not just because the Lieutenant had went three sentences without calling him 'sir'.

"Your point, Lieutenant?"

"I take it this means you still intend to press on with your original plans for her?"

"Of course. Now that Preus is out of the way, I can act without fear of his interference. We did well, keeping the truth from him as long as we did."

"Sir, with all due respect, this idea of yours is madness…"

"I don't recall giving you permission to speak freely, Lieutenant. Just remember who runs things here now," said Kimda coldly. "As far as I'm aware, Lyla is the last Empireth on Kandor. That means I have to proceed carefully. It also means I have to proceed exactly how I see fit. Don't let me keep you any longer. And in future, I'd advise you to be much more careful what you say."

888

"Frozen solid," said Green Arrow, staring at a line of bodies froze in ice. They were standing just outside Arkham Asylum, and while they'd expected to find something pretty bad, this hadn't been what they'd pictured. "Well, you're the great detective. You think whatever trapped us in the city's behind it?

"No, this is something else. A man by the name of Dr Victor Fries, aka Mr Freeze."

"A little gimmicky, don't you think?"

"Like you're one to talk," said Batman.

"So who is he?"

"He has a rather unique condition where his body temperature is permanently low. He wears a special refrigerated suit to survive. It also gives him super-strength. He carries specially-designed weaponry that lets him freeze people like this."

"Well, you managed to put him away once before, so how tough can he be? Besides, seems like we should thank the guy. He's already frozen most of the asylum lunatics for us; makes our job easier."

Batman wasn't so sure about that. Given the mind state of most of Gotham right about now, he had a feeling there were a lot more lunatics still out there. And every moment he spent trying to stop them was a moment he wasn't finding a way to free the city.


	9. Lenaria's Lament

Raya had rarely set foot in Kandor when it was still part of Krypton, but it still felt incredibly good to be back. When the city had gone missing, everyone had feared the worst, yet the place looked in good condition, and the people content. On the surface at least. She wondered what she might find underneath…

No-one spared her or Kelex a second glance. There were probably few around now who would recognise her face. Although her knowledge of the city's geography was somewhat limited, it didn't take her long to realise the robot was leading her towards C.P.C headquarters. That was just great. Had Lana gotten herself arrested?

The main building wasn't somewhere she could just walk around freely, so she'd have to hope either someone recognised her or she was on their records somewhere. Identifying herself to one of the guards, she asked to speak with whoever was in charge.

"That would be Sergeant Kimda," explained the guards on the right. Raya couldn't hide her surprise. Mostly because Kimda had vanished before Kandor did, but also because he was the last person she would have expected to be here. More likely to find him at his lab, probably trying to find an escape or at least some way of making the citizens day-to-day living easier. Not in the C.P.C, and certainly not a sergeant. She said none of this, because ignorance was something best kept to herself for now.

"Take me to him then."

"The Sergeant is extremely busy, and can't be disturbed at this time."

"Go to him and tell him that Raya is here. He will see me," she said,

Minutes later, she was escorted up to his office. Kimda blinked in disbelief, before leaping to his feet and embracing her warmly. She returned it. She felt like crying, but didn't. No doubt the memory of The Phantom Zone would haunt her, but she would keep that pain to herself. Right now, she had a mission. And she also wanted some answers.

"You haven't aged a day," said Kimda. "Although your eyes look… older, I guess. Harder."

"Yours too," said Raya. "Which is interesting, because otherwise you look an awful lot younger than when I saw you last."

"You've already guessed I'm a clone. So what's your secret?"

Raya's eyes narrowed. Cloning had been outlawed on Krypton some time ago after a lengthy civil war. Krypton had never fully recovered from those events, and she was unable to believe Kandor had started using the clone banks again. She pushed this aside… for the moment.

"Clean living? Or maybe The Phantom Zone had something to do with it."

"Oh Raya… I can't… What did you do?"

"I didn't do anything," said Raya. "I hate to have to tell you this, but Krypton…"

"Was destroyed?" finished Kimda with a bitter smile. "Kal-El told me. I'd guess, since we don't often have visitors, that you're being here is something to do with him. So Brainiac was successful?"

"Partly. He released Zod, but I managed to trap him in a crystal Jor-El gave me. Someone else escaped the Zone with him though, and they're still free. And Kal-El's mind seems to have been shut down completely."

"I see. You've come to ask for my help?"

"No. Even Jor-El isn't capable of restoring him. He sent me here to find a girl named Lana Lang."

She couldn't help but notice Kimda flinch at the mention of Jor-El's name. The two had been friends in college, but had also built a fierce rivalry. The words 'even Jor-El' would be seen by him as a slight, although that had not been her intention.

"Jor-El is still out there?" asked Kimda, recovering quickly.

"His AI is. He's instructed me to find Lana and get her back to Earth. Is she here?"

"I'll take you to her."

888

Lana was wishing she'd kept her big mouth shut. An awkward silence had fallen between Faye and herself, and the girl kept glancing at her suspiciously. She could have used an ally right about now. She had no idea what had happened to Clark, and no idea what to do if he didn't come back for her.

"I'm sure he'll be okay," said Faye finally, noticing her worry. "There aren't many people who'd have just tackled those guys like he did. I know he can handle himself."

"Yeah… thanks," said Lana, not convinced but appreciating the attempt at comfort nonetheless. Before she could say anything else, Kimda had strode into the room alongside a female Lana didn't recognise. There was one thing beside her that was familiar though; the robot, Kelex, had been in The Fortress.

"Which one of you is Lana Lang?" she asked.

"That would be me," said Lana warily. If Clark wasn't here, and this woman had been in The Fortress… Could this be Brainiac in disguise?

"Kal-El is alive, but he's in a kind of… coma. My name is Raya. I'm a Kryptonian like he is. Jor-El sent me to take you home."

"It's true, Lana," said Kimda, watching her hesitate. Raya pulled out a crystal that looked exactly like the ones in The Fortress and held it out to her.

"This will send you back," said Raya when Lana didn't take it.

"What about you?" asked Lana. Raya shook her head.

"Jor-El intends for me to stay here. He will send for me if he needs me."

"But what about Clark? Is he going to wake up? Can't Jor-El help him?"

"He can't simply wake him up, if that's what you mean. But I think he is planning something. Kal-El is simply too important to be given up on. When he wakes up, send him to me. I would very much like to meet him properly."

"Lana," said Faye, stepping forwards. She looked nervous, licking her lips, hesitating over something. "You'll come back and let us know Clark's okay?"

"Of course," said Lana. "Thanks again for…"

The crystal began to glow softly, and Raya quickly thrust it into Lana's hands.

"Remember, Lana… Kal-El is the only hope for all of us. If the time comes, you may have to give him up for the greater good…" said Raya, voice fading as Lana was absorbed into the light.

888

Although she had wept for herself many times over the years, Lenaria had rarely wept for others, at least not since reaching adulthood. She wept for them now. When the station had lost power, the cells containing the mutants she created for Mongul had opened, and the creatures had utterly savaged her knights. She had used her special hearing in the hopes that some might have survived, but had found only servants of Luthor's, scavenging the remains of her base. Not in the best of moods, she had killed them horribly.

The knight in front of her now had been called Georg, and he had been the first to join her cause. Many had rejected her before she met him, and she had lost almost all hope of finding anyone who would love and serve her willingly. Then she found him; raised by a too-strict religious family, he had come to resent his parents and his God. Ultimately, he lost faith in everything. And she had told him, in her enlightened wisdom, that there was yet hope for his planet. Under her, a new perfect world would be created.

Their relationship had been sexual, at least at first. She'd had needs, and while she felt no real attraction to him, he'd helped fill them. He was most displeased when she replaced him with Edward, who was far more pleasant to the eye. He'd borne her dismissal with a great deal of bitterness, but had known better than to protest too loudly. And she had made very clear what would happen if any harm were to befall her new favourite.

Although all of her knights were required to love her dearly, those had been the only two she'd been intimately involved with – she was not some kind of slut, after all. Yet she said a prayer for all of them, said it to anything that might be out there to listen. She was not convinced there was anything – no surviving Empireth would, surely – but felt the need to anyway. She also cursed Brainiac and Clark Kent. It was the former that had left her home little more than a tomb, and if not for Kent she could have been here to protect her servants.

And that was just one more reason in a long list of why she would make him suffer, The Phantom Zone was top, of course – to think how close she had come to spending eternity in such a place haunted her. Fear of being sent back had driven her to leave The Fortress without investigating the bottled cities. One she recognised as Kandor, the others were unknown to her. She had also left without killing Raya. A pity.

Still, she was glad to see Luthor hadn't come across the tools she was looking for. These were an essential part of her revenge against Kent, an idea she'd had, in a moment of malice, while trapped in The Phantom Zone. She'd healed the wounds she'd suffered there, but she would not forget. The score would be settled. Along with the equipment, she fetched a few items she could sensibly carry with her (just because she could lift mountains did not mean it was practical to do so). Plenty of clothes, for instance. She would not be caught practically nude like that again. She had not amassed many possessions in her time, but she also took her jewellery and a few choice gifts her knights had given her. The least extravagant of these, yet the most precious, was one that her late husband had made for her.

It had been popular among her people, and her favourite game in her youth. When she'd described it to Edward, he had crafted the octagonal board himself from wood, and painted it. There were no pieces; they came from the mind, and were different between each game. Each would represent something that was important to the player, an object or a person usually. Various factors determined each pieces strength. The game only really came into it's own when played by two telepaths, but even so, Edward had understood it well, and was a wonderfully exciting player. He'd never beaten her, but she'd had to work for her victories.

Before she could finish packing, she sneezed. Everything she'd gathered was blown around the room. She blinked. She must have caught something in The Phantom Zone. She'd healed the wounds she'd suffered, but nothing else. Easy enough cure herself… though interesting that even her sneeze was so powerful. And hadn't Zod used some sort of ice breath attack in The Fortress? Clark hadn't developed any such ability yet, but her telepathic cells would have absorbed the potential.

Pushing the thought aside, she gathered her things and said farewell to the place that had been her home for several years. She'd gotten used to moving on by now. Fleeing her home-world during the war. Fleeing Kandor before they could lock her in The Phantom Zone. Well, at least this time she wasn't running from anything. She buried her knights in the desert. They would not be easily replaced.

"I will miss you," she said, eyes shimmering.

The mutants she left on the station. Lex's servants had taken care of them, and they could rot there as far as she was concerned. She had created them based on creatures from Earth's mythology, augmenting their strength and passing the best subjects onto Mongul. She had fetched the equipment she needed to make more. Mongul was dead, thankfully, but then, this wasn't supposed to be created for combat. No, this one would be more of a… pet. By rights, Sheriff Ethan should have that fate for his spurning of her, but she figured she would simply kill him. No, it was Lana Lang she was interested in. She would make a fine pet.


	10. Frozen Tears

Mr Freeze's trail did not prove difficult to follow. Even amongst the chaos that had seized Gotham, he left his own rather unique footprints. Various people, animals, and cars had all been frozen solid. Batman and Green Arrow had to tread carefully to avoid slipping on icy roads.

"Feels like he's trying to turn this place into a giant snow globe," said Green Arrow, teeth chattering. "Listen, you know this guy better than I do. When we catch him, what's our plan?"

"When WE catch him? I don't need help from any thieves," said Batman. His own plan was to fetch some equipment from one of his nearby hidden stores. He'd actually developed a special thermal insulated version of his suit specifically for use against Freeze, but he didn't have time to get it right now. Still, he knew what his best move was.

"You know, we're not so different, you and I," said Green Arrow, sounding slightly irritated now.

"This is my city, and I'll be the one who…"

"You keep saying that!" yelled Green Arrow, getting close so their masked faces were inches apart. Batman didn't flinch. "Well, let me tell you something: right now, your city is in the middle of someone else's glass prison. I know we had a run in before, but that property I took was already stolen. I was going to return it to the original owner, before you stepped in."

"Very noble," said Batman. Green Arrow gave a half-smile.

"Riiiight. Because it's not likeyou, uh, sent Bart Allen into Lex Luthor's mansion to steal something from him now, is it?"

Batman hesitated only a moment. It was true he'd used Bart to steal something from Lex, but Lex had stolen it in the first place. Which he supposed was Green Arrow's point. How he knew about that, was however, a complete mystery.

"Look, does it even matter? We have bigger problems right now. Let me help," stressed Green Arrow.

"You said it before: I've taken Freeze down once. What makes you think I can't do it again?"

"Those fancy freeze guns… they just leave them lying around Arkham, waiting to give them back with his personal effects when he gets out?"

"Of course not."

"So you already know somebody's helping him out. Let's level the playing field a little."

Batman still wasn't entirely convinced, but nearby screaming ended any further argument. Both men broke into a run, trying to avoid icy patches as best they could. The screams led them into a nearby park. Freeze had gone on a total rampage. As a boy, Victor Fries had taken to freezing animals as a hobby. His freakish behaviour had made him into your typical outsider, but when he'd met a woman called Nora, his heart had thawed. The two became close and married, and Victor's obsession with ice had disappeared. At least until Nora fell terminally ill. Unable to find a cure, he'd instead had her cryogenically frozen using equipment at the company he worked for. When his boss found out, he'd tried to reverse the process. Victor hadn't liked that much. In the struggle, he was knocked against a shelf full of highly experimental chemicals which lowered his body temperature dramatically.

"This has to end, Freeze," said Batman, arming himself with one of his last remaining Batarangs. "One way or another."

"Batman," said Freeze, turning his weapon on him. Batman sidestepped to the right, putting some space between himself and Green Arrow. "I've been wanting another chance at you."

As Green Arrow pulled a trio of arrows, Freeze fired his overlarge gun. Batman leapt to the right, launching his grappling hook at a nearby branch and using it to swing round behind Freeze. One of Green Arrow's shots was frozen while the other two merely bounced off Freeze's suit. Batman knew their best chance was to break the glass on Freeze's helmet.

Before he could get close, Freeze fired a burst of ice at Green Arrow, who tried to leap clear. He almost made it, but his left foot got caught just as the attack ended. It was trapped in solid ice. Batman swept towards Freeze to divert his attention. He ducked a right hand but Freeze caught him with a kick that sent him flying through the air like a football. His suit had saved his life, but as he was knocked into a pond in the centre of the park, he knew he was in trouble. As Batman went under, Freeze fired towards the water.

888

Freeze would have been right at home where Lana was now, back in Clark's Fortress of Solitude. She, however, couldn't stay here for very long or she'd freeze to death. As soon as she had her bearings though, she realised she might not live long enough for that to matter. Brainiac stood next to Clark, who wasn't moving.

"Get away from him," said Lana, trying to sound braver than she felt. Brainiac turned to her, face unreadable.

"I've been re-programmed to follow the commands of Jor-El or Kal-El, Miss Lang, but not yours."

"Re-programmed?" asked Lana, trying to move closer to Clark.

"I didn't do that to him," said Brainiac. "I'm afraid The Empireth is back."

"Lenaria?"

Kneeling down next to Clark, she placed her head against his chest. In the next moment, Brainiac's hand had transmuted into a blade. He held it pointed at her throat.

"And now perhaps you'll introduce yourself," said Brainiac, using his other hand to pull Lana away from Clark.

"What? It's me, Lana…"

"Not talking to you, Miss Lang," said Brainiac. "Someone is looking through your eyes. While I have no desire to kill you, if I suspect your guest intends any harm to Kal-El or this Fortress I will have to end your life."

At first Lana had no idea what he was talking about, but then she felt something inside her head, something underneath her thoughts.

(It's okay, Lana. It's me, Faye. I'm sorry… I just… I just wanted to see if Clark was alright, and see what your world was like… I… Please, let me borrow your body a minute so I can explain. I'll give it right back, I promise.)

Lana didn't really want to do that, but she felt Faye assert control. Although she trusted the girl, she couldn't help but feel afraid. And also angry with her for hijacking her body without permission.

"My name is Faye. I met Clark – Kal-El – and Lana on Kandor and wanted to see what happened to him. That's all, I swear."

"That is enough," said Jor-El, his voice starling Lana as it came from nowhere. About time he stepped in! Where had he been when Lenaria was hurting Clark? "There is no need to harm them."

"As you say," said Brainiac, his hand reverting to normal. With the threat gone, Lana took control of her body again without even realising it, running back over to Clark's side. His eyes flickered very slightly as though dreaming, but otherwise there was no movement.

"Jor-El, you have to help him," said Lana, cradling his head in her arms. She fought back tears, which would have frozen unpleasantly in this place.

"Not within my ability," said Jor-El. He said it as a simple statement of fact; there was no despair, concern or even embarrassment.

"It's a very powerful telepathic assault," said Brainiac. "I'll work on a way to help him, but there's no obvious solution."

"Well if it's a telepathic attack, Faye, maybe you can help him?" asked Lana, hope rising. If she could bring Clark back to her, she would forgive her borrowing her body at once. She would forgive ten times worse.

(I-I'll try. Hold your hands against his forehead.)

Lana did as instructed, tensing as she waited for something to happen. At first nothing did, and then images began flickering inside her mind.

"I'll never do as you say."

She saw Clark in the middle of a burning city. Metropolis, she realised faintly. They were near the main Luthorcorp building. Lex was standing next to Clark, who looked horrified at what was happening. Lana gave a gasp of surprise as she saw what was in Lex's hands. The bottle city of Kandor, where she'd just come from.

"You have no choice, Clark," said Lex. "I hold your home and your weakness."

Lex turned his hand, exposing a ring with a green stone embedded in it. Clark fell to his knees, pleading with Lex to stop it.

"Now either you tear the rest of the city apart, or I destroy Kandor. It's your choice."

"No, Lex…"

"Clark!" shouted Lana, rushing forward. "This isn't real! It's all in your mind!"

"I own you, Clark," said Lex.

"I'm one thing the Luthor's will never own," said Clark, grabbing Lex and hurling him across the city. He smashed through the window of his own building and disappeared into the fire. Clark turned as Lana ran towards him, catching her in his arms.

"Clark, we have to get you out of here," said Lana.

"I remember… Lenaria did this… I keep…"

(Lana… I'm sorry. I'm not strong enough to pull him out of it. I have to get you out before it's too late.)

"No, Faye, wait! I can help him, just give me more time…"

Clark began flickering in and out of existence. He looked at Lana, puzzled.

"Lana, it's okay. I'll get out. I'll break through each and every one of Lenaria's traps if I have to, do you hear me? I'll find my way back to you!"

"Clark!" yelled Lana, and found herself pulled out of his mind and back into The Fortress. Brainiac grabbed her as she almost fell.

"You've been here too long," said the machine. "I'll take you and Kal-El to The Kent Farm. There's nothing more we can do for him right now."

888

Brainiac carried Clark from the caves back to The Farm, leaving him on his bed before he returned to The Fortress. Lana sat by his side. There was no sign of Mrs Kent anywhere, and she didn't answer her phone when she called. This time she did cry. After all they'd been through to stop Lenaria last time, she'd gotten out and done this.

"Hello?"

She jumped at the voice, but was glad to hear it all the same. Chloe was here! Running downstairs, she gave her a hug that caught the blonde totally off guard.

"Oh God, Chloe, I'm glad to see you. It's Clark, he's…"

"Hang on a minute," said Chloe, grabbing her arm and practically dragging her into the living room. "You have to see this."

"Chloe, wait, this is really important…"

Putting the TV on, Lana recognised the location on screen immediately: it was Smallville General Hospital. The reporter on screen was describing a 'miracle'.

"She's incredible," said Chloe, looking at the screen with adoration on her face. "Lenaria healed everyone in that hospital. She even helped speed up Pete's recovery."

"Chloe, listen to me…"

Lana had already begun to move away, and started to run as soon as the knife slid from Chloe's sleeve into her hand.

"You're coming with me, Lana!" yelled Chloe, sprinting after her. Lana burst out of the front door, running as fast as she could. She had no idea why Lenaria had pulled that stunt at the hospital, but now she was controlling Chloe, and she had to get away.

Then she saw the trucks heading along the road towards The Kent farm. They were coming for her.

She was caught.


	11. Raya's Mission

Once Lana was on her way back, Kimda had offered Raya his apologies, stressing he had to get back to work. He did, however, invite her to his room for dinner that evening, claiming it would give them time to catch up properly. In the meantime, he would have a room prepared for her at C.P.C headquarters. He also assigned a soldier to accompany her – for her own protection, he said.

"But I'm free to go where I please in the city?" she'd asked, eyebrow raised.

"Within reason – some places are off-limits except to the C.P.C. No exceptions. Please understand, Raya, that Kandor is more dangerous than it used to be. I'd never forgive myself if anything happened to you."

So of course when she tried to dismiss her escort, he'd refused to go anywhere, saying his orders were to stay with her at all times. Cursing under her breath, she'd told him she wanted to leave headquarters and see the city. The guard had attempted to talk her out of it, but since Kimda hadn't ordered against it, she eventually won out. As they walked the streets she wondered what the best way to lose him would be. Whatever she did, Kelex would have to come with her.

She got lucky, as things turned out. Tensions seemed to be running high throughout the city, and twice her escort had to step in when verbal arguments threatened to turn violent. She hesitated too long the first time, but during the second she seized Kelex and snuck away while she could. Once she was sure they were clear, she placed the robot down and stared at it.

"Alright, Kelex," she said finally. "Are you ready to show me why Jor-El really wants me here?"

The robot's only response was an incomprehensible sequence of beeping sounds, but it turned and began to move on it's treadmill base. She wondered what Jor-El wanted her to do that was so important. Of course, this was all that remained of her home, so she would have come here eventually anyway, but she would have liked to help stop Lenaria first. The creature had to be exceptionally powerful to have destroyed not just one, but two Brainiac constructs like that. Even if the coward had made sure to pick her spots carefully. Raya couldn't help but feel responsible for the fact that that the criminal had gotten loose. Zod too, though at least she'd managed to trap him. But when the portal had opened, all she'd cared about was getting free from the Zone.

She was surprised when Kelex led her off the streets and into the industrial sector, leading her to an abandoned storage facility. She encountered a few robots along the way, who ignored her completely, but not much else. Kelex moved around the place in a circle, and Raya couldn't help but wonder whether it was malfunctioning. Eventually though, it stopped and began using a powerful energy beam to cut through the floor. Raya watched with interest as the machine uncovered a hidden entrance. Opening it, she dropped down into a dark tunnel.

888

Lana sat in the back of Pete's truck, hands tied behind her back. There was a vehicle in front and another following behind. She remembered way back, during her first meeting with Jor-El, when he had told her that Lenaria could use her telepathy to influence a population the size of a small city. She shuddered as she also remembered that she could control Clark. Even if Clark had been awake, he could be taken over as easily as anyone else.

Yet she also remembered Lenaria in Clark's barn with Edward, telling him as he lay dying that she had never used her power to control him. It seemed to Lana that although she would control a person if it were to her benefit, she preferred for people to choose to serve her willingly. Was that why she'd healed everyone in the hospital? Was she actually trying to get people on her side?

"Everything's going to be just fine, Lana," Chloe was telling her. She was riding upfront next to Pete, an expression of bliss on her face. "You'll see. Lenaria's already planning to destroy Brainiac. She says she's come here to save us. You know he's made three cities disappear so far? Shrunk them down just like Kandor, I would assume."

"Which cities?" asked Lana, sounding as if she was forgetting how to breathe.

"London, Gotham… and Metropolis," said Pete, looking at her in the mirror. "The last was the first to go."

If Lana had thought she had hit rock bottom before, she was feeling total despair now. Although Nell had recently been in Smallville for her birthday, she had since headed back home to Metropolis. And if the situation in Kandor was still unstable after two decades, she dreaded to think what it was like in Metropolis right now. Oh, Nell, please be alright.

(Faye? Faye are you still there? If you're there, help me, please…)

No response. Either the girl had left her mind, or there was nothing she could do. Right about now, she didn't see what anybody could do.

888

Once the tunnel led into a large underground chamber, Raya soon realised what she was looking at. Though she still wasn't sure why she'd been brought here. She already knew from Kimda that not all of the clone banks had been destroyed. She knew bringing cloning back was a bad move, but could understand the position her fellow Kryptonians had been left in. Hoping to uncover more, she used Kelex to hack into the computer system that was monitoring the condition of the subjects.

And that's when she realised the subjects weren't Kryptonian. They were Empireth. The bodies of six of them had been preserved in the chambers.

"This would be one of those "off-limits" places we discussed."

Kimda had appeared at the entrance, alone and unarmed. Raya matched his stare. If he thought he could intimidate her, he had already forgotten where she had spent the past two decades.

"Are you the one responsible for this? Cloning Empireth?"

"Well, it would hardly be Preus' idea, would it? And it's not like I've managed it successfully. Not yet, anyway," said Kimda. Striding over to a miniature version of the cabinets, he pressed a button and the top slid off. "The Empireth's telepathic cells are one of the most incredible natural phenomena in the universe. We have the technology to neutralise those cells, but as of yet, we've never been able to replicate them."

Despite everything she'd seen in her life, Raya was horrified by what was inside the container. It looked like a bloated tumour with stubby arms and legs and one horribly overgrown eye.

"That was an early attempt," said Kimda. "Awful to look at, but hard to look away, too. It was alive, at first. It was terrible watching it thrashing around. I kept it alive longer than I should."

"You should never have created it in the first place!" snapped Raya, turning her head away. "You had the entrance sealed over. Tell me you abandoned this madness."

"The project was only postponed. In order to re-create their unique cells correctly, I knew I had to study the cells as they developed in a live body," said Kimda, covering up the failed clone. "The girl that was with Lana… she calls herself Faye, but that's merely an assumed identity she took to hide herself. Her true name is Lyla, and she is the last surviving Empireth on Kandor."

"I don't understand," said Raya, watching him closely. "Why are you doing this?"

"You still wouldn't understand even if I told you. But it doesn't matter. Jor-El has no place here anymore, and neither do you. Eradicator, now!"

Raya's eyes widened as she recognised the name, but surely it couldn't be… She tried to run for the exit, but something grabbed her from behind, something far stronger than herself. She half turned her head and saw an eye that held no emotion looking at her. And that was the last thing she remembered.

888

Entering through the Kent's open door, the figure knew some kind of trouble had hit the place. Someone had left in a hurry. He was relieved when he found Kal-El lying comfortably on his bed. He looked at peace, but when he tried to touch his mind, he knew peace was something that would not be brought to the boy so easily. John, as he called himself, tested the barriers The Empireth had created tentatively, trying to take a measure of her strength. If he made a mistake, he could make the situation much worse.

"Come on, Kal-El. It's time to wake up."


	12. Lana, Lenaria, and Lyla

Lana lost track of time as Pete drove them through some of Smallville's less travelled roads. She felt completely numb inside. In truth, she had given up. There was no-one to help her, no-one to stop Lenaria. She regained feeling only when Pete pulled over and parked the truck outside of an old cabin. It looked a bizarre place for Lenaria to be using, but Lana supposed the alien would be avoiding any major cities for fear of another attack from Brainiac.

Lenaria was waiting to greet her inside, looking a picture of elegance in a shimmering green dress. The Empireth smiled warmly at Chloe and Pete, gesturing for them to stand aside. Lana stood trembling as Lenaria wrapped an arm around her waist, pulling her close as though to kiss her.

"There's no need to be afraid, Lana," she whispered. "You have chosen your side badly, but Lenaria is loving. She is forgiving. And you did try to save my husband, something I repaid you poorly for. So I give you a choice. You may kneel before your Goddess and pledge to devote yourself to her for all eternity. Or…"

Lenaria stepped aside, turning Lana to look at an array of needles and tools. Some of the cutting implements looked like the kind of thing you might see in a butchers. With these, Lenaria could cut her wide open.

"What are you going to do?" asked Lana. She knew Lenaria was a born coward, but the only person afraid right now was herself. She was outright terrified.

"This was my original intention, to basically… alter those pretty features of yours. I spent years on Earth turning humans into mutants for Mongul. I have gotten rather good at it. Thankfully Mongul is now dead, thanks to Clark; you would be kept by my side, as my pet," said Lenaria, running a finger through Lana's hair. "But I have calmed somewhat since then. Edward would not wish me to be so cruel to such a sweet girl, and there are other ways for me to get my revenge on Clark. The choice, then, is yours."

It wasn't much of a choice. Pete and Chloe merely stood silently, nodding encouragingly at her. Feeling defeated, Lana sank to her knees, grabbing the hem of Lenaria's dress and planting kisses on it. Lenaria laughed delightedly. It looked like she enjoyed watching someone grovelling to her for a change. Lana's pledges were, of course, as sincere as Lenaria's own would be in such cases.

"You may stand," Lenaria said finally. "And I feel, honest as I'm sure you are, that further proof of your devotion is required."

Lana managed to get to her feet, legs trembling. Lenaria placed a knife into her hand, though it dropped as Lana's fingers failed to close around it. With a look of irritation, Lenaria picked it up and gave it to her more forcefully this time.

"Now, Lana, I'm ordering you to kill one of your friends. Which one is up to you."

"No, please…"

"Do it, Lana!" said Chloe pleasantly.

"Yeah, c'mon girl, it'd be an honour to die for Lenaria," said Pete, indicating she should place the knife into his chest.

(Lana? Lana, it's me. I'm still here. Listen, we don't have much time. I've… not been honest with you. My name isn't Faye, it's Lyla. And you were right, I am an Empireth. Lana, give me control of your body. I can reason with her, I know I can…)

The only thing Lana felt as Faye… Lyla took control was a sense of relief. She knew she was far from saved – Lenaria was surely beyond reason by now – but she felt glad she no longer had to take any responsibility here. Alright, so she felt relief AND some shame. But she just wasn't as brave as Clark was.

"That's enough, Lenaria," said Lyla through Lana's mouth. Lenaria's eyes widened.

"Another mind? I should have sensed it sooner… but your powers are nothing compared to mine."

"I'm not your enemy! Please, listen to me: We're the same, you and I. I'm an Empireth too. You'd left Kandor before I was born, but I know your name, Lenaria. I know you broke the laws of our race. So have I."

"I was told all Empireth on Kandor were dead," said Lenaria, licking her lips.

"All except me. When I was still a child I absorbed the memories of a dying girl and took over her life. Nobody on Kandor knows who I really am."

"When you were a child? An incredibly foolish thing to do. Your whole identity could have been wiped out in an instant. Why, when …"

Lenaria fell silent then, hissing for Lyla to do the same when she began to speak.

"Not possible," said Lenaria, sounding fearful. Although she was no longer in control, Lana could still see everything that was happening, and was at first frightened as the cabin door was torn off, and then delighted as Clark walked in. She tried to call to him, but found Lyla wouldn't let her have control. Starting to panic, she tried to force herself to the front of her mind and seemed to slam against an invisible barrier.

(Lyla! Lyla let me out! Please, I'm scared!)

"Clark, stay out of this," said Lyla. Clark frowned.

(Clark, that isn't me! Don't listen to her!)

"It's okay, Lana," said Clark. "Lenaria's controlling you. But you'll be free soon."

"Oh really," said Lenaria dryly. "I have no idea how you escaped my mind trap, but it makes no difference. Did you forget, Clark, that while you're around me you're as much a threat to Lana as I am?"

Lana watched helplessly as Clark fell to his knees, looking at Lenaria with love in his eyes. Lenaria smirked, patting his head as though he were a dog.

"Good boy. Now tell Lenaria how much you love her."

Lenaria's smile froze. She gave a gasp as though cold water had just been thrown over her. Protruding from her side was one of the crystals from the Fortress, shaped like a dagger. Clark got to his feet. He could have killed Lenaria right then, but Lana knew he didn't have it in him. Lenaria, howling, tried to retreat backwards, but Clark elbowed the side of her head, knocking her to the floor. He climbed on top of her and tried to pin her down.

"Not as much as she thinks," hissed Clark, pushing the dagger in further as Lenaria flailed desperately beneath him. "You're going back to The Phantom Zone, and this time no-one's going to help you."

"NO!" Lenaria screamed, swerving her body and getting herself on top of Clark. Blood poured from her side and her eyes were leaking tears. "I'll never go back there!"

Lana willed Lyla to help Clark, but she just stood there unmoving. Chloe and Pete, while looking concerned, weren't doing anything either. Lenaria's thumbs moved towards Clark's eyes, and he held her wrists desperately to try and stop her. Changing her approach, Lenaria instead grabbed Clark's head and began ramming it against the floor.

"I HATE YOU! I HATE YOU I HATE YOU I HATE HATE HATE YOU YOU SON OF A BITCH!"

Under other circumstances, Lenaria's childish tantrum – done at more than twice Lana's own age - might have been amusing, but Lana couldn't see the funny side now. Clark, slightly dazed, managed to get an arm free and used it to toss Lenaria casually through the roof. Against most opponents, that would have been the end, but Lana knew this was far from over.

"I'm not that fond of you either," said Clark, and sped out of the cabin in pursuit.


	13. Identity Crisis

Brainiac had been having difficulty locating Lex Luthor, but after hearing about the stunt The Empireth had pulled, he knew the man would turn up at the hospital. It was actually well for Luthor that he'd found him only after being reprogrammed; he and a few other constructs had been searching for him. Now, however, Luthor was safe. Zod no longer needed the armour, since he was beyond even Brainiac's ability to retrieve. That did not negate the threat the other constructs – and of course the ship itself – posed to Earth. With Zod gone, the ship would instead use the constructs to take his place. Zod might have been finished, but his empire would still be built. Cities from across the galaxies would be captured, and one construct would be all that was required to rule each. The only advantage they had was that the ship had lost a lot of power building constructs and capturing cities, and it would need time to recharge.

"Was there anybody she wasn't able to heal?" Lex asked one of the doctors, a bearded male in his mid-thirties. No doubt one that was already under Luthor's thumb, thought Brainiac, observing in silence.

"No, Mr Luthor. She healed everybody. It doesn't matter if it was a broken bone or a cancer or whatever. It's completely impossible to explain."

"Were they changed in any other way?" asked Lex. Brainiac almost smiled. The line of questioning said a great deal about Lex's thinking.

"I'm not sure what you mean," said the doctor.

"You must have run all kinds of tests? Did they reveal anything unusual, or have the patient's behaviours seemed strange in any way?"

"Nothing so far. All I can tell you is it's a miracle."

"I'm paying you to hear rather more than that," hissed Lex. "Take a number of the patients and run every test possible. Talk with their families and see what they make of how they're acting. Examine this from every angle, you understand?"

Brainiac knew that the doctor did, in fact, not understand at all, but nodded anyway. Lex, looking frustrated, joined Brainiac over at the side as the doctor departed.

"What's your take on this then, Mr Luthor?"

"This Lenaria has been in hiding for six years, if your information is correct. And now she appears publicly after her base has been wiped out, talking about how she's mankind's salvation."

"You, of course, beg to differ on that score?" asked Brainiac, sounding disinterested. Lex, who valued his own opinions rather highly, looked suitably irritated.

"For all I know, she's offering a solution to a problem she created in the first place. One thing's for sure: I don't trust her motives. Even if this 'Brainiac' she mentioned is responsible for the missing cities, once she's stopped him, she's not just going to leave us be. She's going to take humanity's destiny out of it's own hands. Now I'm happy for the people she's healed today, I truly am, but the long term consequences are going to be rather less pleasant."

"Cynical words, Mr Luthor, though I fear they do hold at least an element of truth. The solution is that we get this situation under our control ourselves. Let's see what we can do about humanity's destiny, shall we?"

"What do you propose?"

"Well, we still have that armour. That gives us an advantage over her," said Brainiac. He had neglected to inform Lex that even without any powers, Lenaria was still naturally strong enough to tear his bald head from his shoulders. He hadn't told him because he did not really care whether Lex survived or not, and despite his reprogramming, that fact hadn't changed.

"First, let's see about getting the ship back. Regrettably, it is not, strictly speaking, in my hands any more. So the question is, how much of Level 33.1 is still around?"

888

Although a very strong swimmer, Batman couldn't possibly go fast enough to get out of the water before it was frozen solid by Freeze's gun. At least not under his own power. Every part of Batman's outfit had been carefully considered, and underwater propellers had been installed in his heels. Not necessarily for situations EXACTLY like this, of course, but he was glad of them now. As the water began to turn to ice, he sped under the water to the other side, clambering out swiftly and ready to rejoin the battle.

Green Arrow's foot was still trapped, but with Freeze's attention now totally on Batman, he went for a shot rather than to try and free himself. Batman saw that GA was aiming for Freeze's hands now, since they didn't have the suit's protection. If he could hit them, he might get Freeze to drop his weapon.

Freeze swung his hand aside at the last moment, and Batman realised quickly he'd misread Green Arrow's intention. Fortunately, Freeze had as well. The arrow struck the side of Freeze's oversized gun, and instead of bouncing off harmlessly, it exploded. Freeze quickly tossed the useless weapon aside, lumbering towards the trapped Green Arrow. Batman readied his last Batarang.

"That's quite enough, Mr Freeze."

"So you're the one responsible for this," said Batman, holding his weapon ready. He recognised the fat little man with the beak-like nose at once. His name was Oswald Chesterfield Cobblepot, otherwise known as The Penguin. A self-styled 'gentleman of crime', working with Freeze didn't seem his usual method. Then again, Freeze wasn't one to work with anyone himself, not normally.

"I'm not sure what you're accusing me of," said Oswald, twirling an umbrella he carried with him. Weird though both Green Arrow and he might be considered, Oswald had a love of high-tech umbrella's that Batman couldn't even begin to explain. A legion of men surrounded him. "Placing a glass roof over the city? Hardly my doing. Breaking Mr Freeze out of Arkham? Not me. Asking him to freeze everything in sight? Not at all. I do confess I may have given him that weapon, which thanks to your sidekick is now useless…"

"I'm not a sidekick…" protested Green Arrow, breaking the ice around his foot.

"But I did so purely in the best interests of the city. The lunatics would quite literally have been running this asylum had Mr Freeze not put them on ice. I had not intended him to pursue his… little hobby beyond that. You went too far, Freeze."

"It seems appropriate that the city which abandoned me should share my fate," said Freeze with an appropriately icy calm.

"So you've given up then?"

"The only logical course. The city has gone mad, and we are trapped in it."

"And what about you, Batman?"

"I'm not good at thinking illogically. But I haven't given up. Not a bit."

"Then perhaps there is a deal that can be made…"

888

Clark was outside in an instant, and he saw that Lenaria hadn't gone far. She was lying bleeding over the grass, body huddled. She had managed to take the dagger out of her side, but hadn't had time to heal the wound. He'd done his best not to hit any vital spots, but the amount of blood she was losing would kill her sooner or later. She held a hand over the wound to try and stem the tide. The other was still holding the dagger. Clark tensed in case she threw it at him, but instead Lenaria stretched her arm and placed the dagger on the ground, and held her hand up in a gesture of surrender. She'd apparently reconsidered her outburst mere moments before.

"NowjustthinkaboutitClark," said Lenaria, the words coming out a jumbled mess in her haste. It took Clark a moment to catch what she said. "Brainiac is still out there, and you must know what he's been doing to the cities. You'll never be able to overcome him by yourself. If we work together…"

"You know, I've missed you about as much as I miss having kryptonite in my pocket. We've worked together in the past, and both times you turned on me first chance you had," said Clark, advancing. He did so carefully; he knew at the first sign of an opening Lenaria would strike. Even now he could feel her trying to use her powers to enter his mind, but John's barrier held. He knew John was out here somewhere, but they'd both agreed he should stay out of The Empireth's way unless as a last resort. He could protect himself from her telepathic attacks, but if she touched him, she would still be able to absorb his abilities. Clark wasn't entirely sure what those were, but John had hinted that he was most powerful indeed. Right now, all Clark really knew was that Jor-El had sent him along with the dagger.

He'd been told to use it to kill her, but he hadn't. Even stabbing her had been a sickening act, but the truth was that the number of ways for Lenaria to beat him was very large, and the number of ways he could beat her was very small.

"Clark, please… it hurts," Lenaria whimpered. Bart Allen probably would have enjoyed seeing her like this. He was still a long way from recovering after Lenaria had tortured him in the middle of the street.

"You were prepared to destroy an entire city on a whim. You didn't care how many lives were lost - the only person you've ever cared about is yourself. But when I watched you try to destroy Kandor, I knew that I could never show that kind of disregard for life, not even yours. Empireth… the name sounds derivative of the word empathy. I don't think that's something you know anything about."

"Clark…" sobbed Lenaria, body shaking.

"NO! You will listen! Even you, selfish and hateful as you are, aren't totally undeserving of a little compassion. You grew up in a time of war, and I'm sorry for that. And I only spent a week with Mongul; you spent years, and I can't imagine the things he did to you. I'm not going to let you die… but you are going back to The Phantom Zone."

"No… please…"

Lenaria looked ready to faint, but Clark kept his guard up in case she was trying to deceive him.

"I told you to stay out of this, Clark."

888

Lyla, still controlling Lana's body, stepped between Clark and Lenaria.

"You think you can use Lana as a shield?" asked Clark. He grabbed Lana's shoulders and shifted her to one side. Lyla's heart sped up as she saw the look in Clark's eyes. No-one had ever looked at her like that. He must really love Lana, she thought. Why can't that life be mine? She had taken another's identity before; why not again?

"Clark, it's me, Faye," she said instead. "Though my name's Lyla, really. Please, Clark, I'm an Empireth like she is. Please don't take her away… I know you're really a Kryptonian, that you're not like the people on this planet. You must know what it's like to be alone. She and I are all that's left, Clark."

"What have you done with Lana?"

Lyla recoiled. Clark wasn't looking like he loved her now; he looked the way people always looked at The Empireth, as something to be despised. She was about to explain that Lana was fine when she noticed what was happening behind Clark.

Clark spun to see what she was looking at, but was too late. First fire burst from Lenaria's eyes. Following behind this was a blast of ice from her mouth, and finally from her free hand an intense beam of light emerged. All three attacks struck Clark before he could react, knocking him from his feet. The force of them forced Lyla back, and she ducked down to try and defend herself.

Clark wasn't moving. She wasn't even sure he was alive anymore. And then Lenaria scooped up the dagger from the ground, leaping forwards like a cat, aiming the dagger straight for Clark's heart…


	14. Kimda's Tale

A total feeling of disorientation greeted Raya after she had awoken. She found herself in a small prison cell, with only a hard bed and a dirty sink to decorate the place. As she remembered what had happened, she felt first surprised then relieved to be alive. After spending so long in The Phantom Zone, she had not thought she would ever feel fear again, but looking into The Eradicator's eye…

"Looks like you're awake," said Kimda, sliding open a small window built into the sturdy door. Under a yellow sun she could have torn this place apart with ease, but on Kandor she was powerless. "I'm sorry I had to take such drastic measures, but I can't have you spreading my secret around the city."

"Why didn't you kill me?" she asked, looking at his eyes intently. Kimda chuckled.

"You really don't think much of me, do you?"

"You're not the man I knew."

"I may be a clone of the original, but I haven't changed as much as you'd think."

Kimda pushed the window shut. For a moment Raya thought he was going to walk away, but instead he opened the door and carefully placed a tray onto the floor at her feet. It contained two bowls of soup.

"I did say we'd have dinner together," said Kimda, smiling. Behind him, just outside the door, The Eradicator stood watching her. At the moment it had taken on a human appearance, though it's true form was something that resembled a small rocket. "I'm afraid it's gotten a little cold though. I can have Eradicator heat it up for you, if you like."

"The Eradicator is not a tool to be used for convenience!" hissed Raya, grabbing him by the shoulders. The Eradicator moved forwards, but Kimda waved it back. "Listen to me, you have to deactivate it immediately. It's programmed to destroy alien influences…"

She let the sentence hang, hoping Kimda could work out the rest for himself. The last thing she wanted was to give The Eradicator any ideas. Unlike Brainiac, Eradicator had not in fact been created by Kryptonians, only claimed by them. The machine was in fact created by an alien race as they were dying out, whose name she had never known. The Eradicator had been created to try and preserve these people's culture, and to that end had been sent into space to link with other worlds. When it had arrived on Krypton, a Kryptonian known as Kem-L had seized control of the machine, altering it's programming so that it preserved Kryptonian culture only. The fact that Raya did not know the original creator's species told her it had long since forgotten it's original purpose.

Kem-L had thought The Eradicator would be an asset, but eventually he was proven wrong. It was during the clone war that The Eradicator became a threat, as it's programming became somewhat open to interpretation. The machine had seen the idea of stopping cloning as a threat to The Kryptonian way of life, and began destroying all those who were against it. The irony being that most of those it was killing were Kryptonians themselves; it had begun to think of them as traitors to their own people.

"There's no need to worry, Raya," said Kimda. "I've altered his programming somewhat since those days. He'll obey my commands without question. Eradicator, you may leave us now. Resume checking for any trace of Brainiac."

Without a word, The Eradicator left them.

"What the hell is going on here?" asked Raya. "The Empireth, The Eradicator… what are you up to? Why are you doing this?"

Kimda gave an enigmatic smile, sitting down on the floor and crossing his legs. He lifted his soup bowl to his mouth and ate his fill.

"I've told you before. The city has changed a lot in your absence, and not for the better. What DO you think I'm up to, Raya? What does Jor-El think I'm doing? If he'd been here, I daresay things would have gone a lot differently. But the truth is, he couldn't protect Krypton… while I CAN protect what's left."

"There are hardly any Kryptonians here," said Raya, annoyed that Kimda seemed so oblivious. "I don't care what you've done to The Eradicator; Jor-El told me there was no way to change it's core programming for preservation. I've already seen that people in the city are getting angry; they're starting to turn on you. And once things get so far… well, then The Eradicator will eliminate the threat."

"It WILL obey me."

"Fine!" barked Raya, believing none of it. "Even if it does, how long before you resort to using it against them? It doesn't need a yellow sun to be as powerful as any Kryptonian. To keep the peace, you'll slaughter them."

"That's Preus' way, not mine!" shouted Kimda, jumping to his feet. "You want to know why I'm cloning Empireth, Raya?"

"Enlighten me."

"It was Preus who really took control of things, when we realised we'd been separated from Krypton. He ruled by force, while I spent my days in my lab, working to try and find a way to get the city restored. He kept showing up demanding I fulfil my duty to my people and join the C.P.C. At first I refused, but eventually I realised freeing the city was a problem I couldn't solve. The problems around me, however, I thought maybe I could. There was something that appealed to me about the idea of bringing the unlawful to justice. But then came The Empireth."

"What happened?"

"Preus had them monitored very closely. Very closely. But The Empireth here weren't like Lenaria; they kept to themselves, and they were good people. Preus saw it differently. He set one of The Empireth up for a crime they never committed, though I never knew that at the time. When he went to arrest the suspect, Preus shot two of them, claiming they were going to attack us. After that, the situation was uncontrollable. The other Empireth were anticipating a slaughter, and went on the offensive. Thanks to their mind control abilities, we had a few problems, but both Preus and I were protected by the armour that inhibits their powers. Even though I'd worked out what Preus was up to, at that point, I did nothing to help The Empireth. I chose to side with my people, and I killed as many as Preus did."

Kimda's mouth twitched and his eyes took on a brief tortured, almost manic look before he recovered himself.

"I saw Lyla and Faye running away, and that was when I came to my senses. Children had been brought into it, and I had to stop it no matter what. But I was too late. Faye got hit by one of the soldiers. I shot him dead right afterward. Lyla managed to get Faye out of the way, and I followed to see if I could help. Instead, I saw Lyla absorb Faye's mind as she died. And I disappeared. I watched over her, but she was safe with her new family. I claimed as many Empireth bodies as I could and stored them in the clone bank you saw. Don't you understand, Raya? It's the only way to make up for what I did," he said, in tones of pleading. He was practically begging her to understand. "It's the only way."

888

As the knife was thrust into the ground, Lenaria gave a cry of frustration that her victory had been taken at the last second. Clark had vanished right in front of her. There was no way he could have recovered from her attacks that quickly; someone else had intervened. Clark was now sitting propped against the cabin wall; of his rescuer, there was no sign.

But she didn't need to see him to know where he was. Raising the arm that wasn't presently holding the wound in her side, she used the pyrokinesis ability she had taken from one of the meteor freaks to create a circle of fire around her invisible opponent. Instantly the Martian Manhunter appeared, screaming and cowering before the flames that trapped him.

"So it was you, Martian, that was protecting Clark from my abilities. Well, I know your weakness as well as I know his."

She sounded calmer than she felt; her mind was gibbering at her that she must get away, must go at once and heal herself. Her confidence was boosted as she saw the Martian struggling to maintain his shape.

"You found me by sensing my mind, didn't you?" she sneered. "You forgot that I could sense yours too. Invisibility would not hide you from me."

The Manhunter changed from his human form into that which Lenaria knew the Martian by; bald, green-skinned, pronounced brow – a disgusting creature. She had met J'onn J'onzz only twice before, and had cared little for either encounter. Now though, even his true form was not holding. She knew that around fire, J'onn's powers would not work, though she hadn't quite expected this. Still screaming, J'onn's body actually began to melt, little bits of him dripping off and landing in the flames. Lenaria watched with fascinated horror as the Martian actually dissolved into a bubbling puddle of goop.

Clark was getting up.

"What did you do to him?" he asked, holding his body. They were both hurting, but Lenaria dared delay no longer. Clark had caused her too much trouble already, and she never intended him to have another chance to harm her. Instead of trying to attack him, she used her heat vision to set the cabin alight. Clark's face was a picture as he realised the dilemma she'd left him with. Chloe and Pete were still inside, still controlled by her. She could have killed them instantly, but then Clark would have been on her in a moment. Now he had a choice; attack her, and have his friends die, or save them – he had only precious seconds in which to do so – and let her get away. She almost laughed with relief when he sped inside the cabin. She spared Lana only a brief glance. Lyla had shown potential, and had shown that her loyalty could perhaps lie with Lenaria. But there was no time to worry about the other Empireth right now.

Although Clark was in and out in no time, his friends wrapped in his arms, Lenaria had already made her escape.


	15. Clark Takes Charge

Clark wouldn't sit still. Lana, having 'generously' being given her body back by Lyla, was having little success stopping him pacing around his barn. He was still hurting after Lenaria's attack, but while he could not heal himself instantly like Lenaria, the yellow sun seemed to be helping him recover quickly. Still, he needed some rest. She reached out to take his arm, but he shrugged her off absently.

"This won't stand," he said finally, stopping abruptly.

"Clark, I know you – we – have to do something, but what?" asked Lana. "We have no way of finding Brainiac or Lenaria."

"Yo, Clark man, he's coming round!"

That was Pete, who was upstairs with Chloe and John. John was in bad shape, but at least he HAD a shape again. Lana had seen him melt into a puddle during his confrontation with Lenaria. However, once Clark had put out the flames, he had been able to revert back to his normal shape. His normal shape being that of a green-skinned alien. A few weeks ago she would have been shocked, but Kandor had helped open her mind quite a bit.

"John, are you all right?" asked Clark, as Chloe prevented John from sitting up.

"Yes, thank you. I'll be fine now, thanks to you," he said, reverting back to his human form. "Did Lenaria escape?"

"Yeah. I took a good look around the area, but all I found was a trail of blood that cut off in the woods. I'm guessing she healed herself and got out of there. Can you track her down again?"

John concentrated for a moment before shaking his head.

"Now that she knows we're on to her it looks like she's shielding her mind. I could find her if she uses her telepathic abilities on a large enough level, but until then…"

"Well, we're not just going to sit around and wait for that to happen," said Clark firmly. "I'm going to go talk to Jor-El, see if he has any way of helping us find her or Brainiac's ship."

"Jor-El's already set a plan for the latter in motion," said John. "He reprogrammed one of the Brainiac constructs to serve both him and yourself. Jor-El gave me a device you can use to summon him."

John handed him a small cube and showed Clark how to operate it. Chloe cleared her throat.

"Uh, I know we all have to look at the bigger picture here, but since no-one else is asking… what exactly are you?"

Lana couldn't help but notice that Chloe seemed a lot more comfortable around John that John did around Chloe.

"I'm from Mars," said John. "I worked with Jor-El a long time ago, and he sent me to Earth to watch over his son. However, I was only to intervene if absolutely necessary. When Lenaria locked Clark in a mind trap in The Fortress, Jor-El knew I was the only one capable of freeing him, and sent a signal to me."

"John from Mars. Riiiight," said Chloe, smiling. "So what are you really called? What do you want us to call you?"

"I go by the name John Jones on this planet, but I am elsewhere known as J'onn J'onzz or The Martian Manhunter. You may call me whatever you wish."

"And you can call me Ace," said Pete.

"Anyway," said Clark, ignoring him. "Let's see what Brainiac has to say."

Activating the device, they had to wait only moments before Brainiac appeared in the barn, still in his Milton Fine form.

"How may I serve you, Kal-El?"

Although Brainiac sounded subservient, there was a small smile appearing at the corner of his mouth that looked mocking. Lana didn't like it one bit.

"J'onn tells me you know how to find the ship."

"I am no longer controlled by it, but I can still sense it. Have no fear, Kal-El, I have already anticipated your instructions and taken action. I'm using Lex's 33.1 to acquire the ship. Most of them are simply cannon-fodder of course, just there to provide a distraction while I take control of the ship."

"Cannon-fodder," said Clark coldly.

"I thought you'd be pleased, Kal-El. I'm saving you the trouble of having to deal with Lex Luthor's army yourself."

"Let me make this very clear to you, and consider this my first order. You don't ever ASSUME anything about what I want. You do WHAT I tell you WHEN I tell you to do it."

Brainiac's expression did not change.

"As you say."

"Can you get us another suit of armour to remove Lenaria's powers?"

"Only one suit remains, and Lex Luthor has taken to wearing it at all times. But I can get it for you, yes."

"Then do it," said Clark, before quickly adding: "Without hurting him in any way."

"And WHEN exactly would my master like me to do this?"

"Once we're done here," said Clark. Still definitely mocking, thought Lana. "I have three more questions. Can you restore the cities once we have all of them? Put them exactly back where they were?"

"The ship is capable of that, yes. Gotham will require a great deal of precision: the ship was running low on power then, and the outskirts of the city were left behind."

"Alright. Now, can you remove individuals from the cities, like you did for the armour?"

"Yes," said Brainiac. Clark was just about to speak again when Brainiac added: "Not alive though."

"Right. Now the last question: who was that woman who fought alongside me in The Fortess, and what happened to her?"

"Her name is Raya. She's a Kryptonian like yourself, sent to The Phantom Zone by Jor-El so that she would survive the destruction of Krypton. Jor-el sent her to Kandor on a mission, but Kelex reported back saying she had been captured and imprisoned there by Kimda."

"Why would he do that?"

"I'm afraid I don't have enough information to give an informed answer."

Lana almost smiled. She guessed Brainiac would rather die than simply say he didn't know. Clark turned away from Brainiac, surprising Lana with a kiss.

"Once this is all over, we'll sit down and plan our wedding," said Clark. "I'm going to make all of this right, I promise. Brainiac, you have your orders. Stop the Level 33.1 attack. Get the armour from Lex. Then come to me and we'll take the ship together. Go now!"

Brainiac, still with that mocking smile, sped from the barn.

"J'onn, you seem to be about as strong as I am. Stronger, in a lot of ways. I need you to go to The Fortress and get Jor-El to send you into Metropolis. Find the Luthorcorp building. My mother and Lionel Luthor should have been inside when the city was taken. Find them and also track down Lana's aunt Nell and her husband Dean. Get them all out of the city and back here."

"Kal-El, I hear what you're saying, but I'm needed here. You need all the help you can get if you're going to get that ship. And even with that armour, Lenaria is tricky. I know. I hunted her down on Krypton once we realised she was a criminal. She killed a lot of people trying to escape."

"Do I remind you of Jor-El?"

"Physically you look alike…" said J'onn.

"Not what I mean. The Jor-El in The Fortress and I have never gotten along. But you know something? The Jor-El I hear about on Kandor truly sounds like a great person, someone I'd aspire to be like. Lana, you remember the necklace Lenaria made for you?"

Lana nodded. Thanks to that necklace, she knew Clark's secret. Lenaria had stored Clark's memories inside of it, and Clark had later stored the memories of others.

"Those memories took on a life of their own to the extent that I could hear them and interact with them. But they were still just memories. Just like Jor-El is. Jor-El orders me to kill, but I don't think he was someone who would kill in cold blood himself. But I think he would certainly have seen it as the best option. In the cabin, I could have killed Lenaria with the dagger before she knew what was happening. I knew it was the best option, but I couldn't go through with it. I think Jor-El might have been the same. Except the Jor-El in the Fortress doesn't have a heart."

Lyla spoke up in Lana's mind, causing her to jump. She had forgotten the girl was there.

"Lyla says one of the first things an Empireth is taught is not to confuse simple memories with a soul," she said.

"Exactly," said Clark. "So go, J'onn, please. Once they're back I want you to go to Kandor and help Raya. Whatever her mission was, it can wait for now."

"Alright, Kal-El," said J'onn, after weighing the situation carefully. "But once I get back, know that you can count on my help."

J'onn surprised all of them by not only speeding from the barn, but flying from it. He seemed to have almost as many of Clark's abilities as Lenaria did.

"Lyla says she wants to help, Clark. She also says we shouldn't hurt Lenaria."

"I know you want to be with someone from your own race," said Clark, seeming to be looking beyond Lana's eyes now. "But you and Lenaria couldn't be more different. Do you know she almost killed you? She held the city of Kandor in her hands and she tried to destroy it. She thought nothing of ending your life and everyone else's. Lenaria is not what you're looking for. Trust me. Go back to your family. I know I was angry before, but I know you haven't meant any harm. You're secret is safe with us."

Lana felt Lyla taking control then, and this time she didn't try to fight it. At least not until Lyla locked her lips around Clark's. That little…! What did she think she was doing!?

Clark broke the kiss off quickly.

"Lyla?" he asked with a raised eyebrow.

"Goodbye, Clark," she said, and then Lana felt the girl fade from her mind completely.

"She's gone," whispered Lana.

"What about us?" asked Pete. "I don't think I'll be beating Brainiac in a fight anytime soon, but I want to help, if I can."

"You guys have the most important job," said Clark, wrapping an arm around Lana.

"What is it?" asked Chloe, looking ready for action.

"You'll be doing my farm chores while I'm away. I've gotten way behind, what with my trip to Kandor and everything."

Lana and Clark kept straight faces for as long as they could before bursting out laughing at the pair's reaction.

"Looks like my boy's got a sense of humour since I've been away," said Pete, looking at Chloe meaningfully. "I don't think it's one of your superpowers, big guy."

"Seriously though, I'm glad you're alright, 'Ace', even if it was Lenaria that got you better. It's strange. Lenaria helped more people in an hour than I've helped my whole life."

Lana was about to speak, but Chloe got there first.

"Even if her intentions weren't exactly noble? Come on, Clark, it doesn't exactly balance the scales for her, does it? Do you really think the world's going to be better off with little miss 'oops I dropped Kandor' in charge?"

"Chloe's right," said Lana, who suddenly felt very irrelevant to the situation. The truth was, she hadn't spent as much time with Clark and Chloe together since they left Smallville High, and she'd forgotten that the pair had a certain… chemistry together.

"Thanks," said Clark. "Now we need to get the three of you somewhere safe, somewhere Lenaria doesn't know about. I'm not going to let her do anything to any of you ever again."

Pulling the dagger out, Clark wiped the tiny traces of Lenaria's blood that were still on it.

"One way or another, she's going to be stopped for good. And if I have to kill her, then I will."

Clark couldn't take his eyes from the weapon, and Lana couldn't take her eyes off of Clark. She wondered then if it was like he'd said to them before, where he knew it made sense but wouldn't go through with it. She wondered that if this time, he might actually kill her.

As they waited for Brainiac to return, they took to talking about old times, about how much had changed since back then. Even if Lenaria and Brainiac were stopped, the world had changed – this was news that was all over the world, not something confined only to The Torch. The world now knew that people like Clark were out there. Pete managed a few jokes to ease the tension; Chloe affectionately told him to quit it, while Clark and Lana just held each other.

It was a moment Lana would later remember as the last time the four of them were ever together.


	16. Never Goodbye

Hiding herself away in a hotel room, Lenaria lay on top of the bed contemplating everything that had just happened. Her hand kept touching her waist where Clark had stabbed her, though there was no wound there anymore. That damn boy! It had been a mistake, leaving him alive at The Fortress. She'd thought she was safe, thought she had him completely at her mercy, and now he had done this. She'd wanted him alive as long as possible so that she could make him suffer, but that didn't matter now. Oh, she would still make him weep if she could, but more important to kill him and have done with it.

Standing in her way was the Manhunter from Mars. She was fairly sure the creature was not dead, regardless of the condition she had left it in. Martians could regenerate from almost anything. It would have been very beneficial for her to steal his powers, but the Martian was perhaps hundreds of years old, and his mind could well overwhelm her. Too risky. He would have to be dealt with though. Surrounding the bed were an array of candles she had brought and lit, regardless of the hotel's policy on such things. Even those tiny flames were enough to stop the Manhunter. In her pocket, she also carried Kryptonite. She had let herself be exposed to far too much danger since absorbing Clark's powers; she would no longer take even the smallest of chances.

She couldn't forget Brainiac either; he was still out there somewhere, and he had no obvious weakness. Although she'd beaten two of his constructs, she knew that in terms of intellect she was outmatched. When she had announced to the humans that she would defeat him, she had of course not meant that she would face him head-on – Lenaria would not look for a fight she could not be sure to dominate. At first she'd planned to control Clark and use him to defeat the machine, but now Clark was protected by the Manhunter. Still, Clark would go after Brainiac anyway. The best thing she could do now was remain hidden until one side destroyed the other. It might even be possible for her to assist Clark anyway – from afar, of course. Lenaria would be nowhere close when the actual battle took place.

There was always Raya too, though the fact that she hadn't appeared with Clark and J'onn meant there was a chance she had died of her wounds. Dangerous to assume that though. There were too many enemies around for her liking. In truth, were she still able to she would have fled the Earth at this point and found somewhere where she had no equal. Then again, she had promised her husband she would lead his planet to greatness. A memory of him rose to the surface, one they had shared together, and she saw them lying naked under the bed sheets, bodies entangled. They had made love and talked through the night. Lenaria had grown smitten with him by then, and told him of her time with Mongul. She had spent time as a slave before she managed to get on his good side (good being a relative term) and become an agent of Warworld, bringing specimens to him in return for payment… and her continued freedom. Freedom also being a relative term, of course. Twenty years of her life had been wasted under his control.

"I will kill him for you," Edward had said, gently nibbling at her ear. She had laughed.

"Bullets would only bounce from his body, dear boy."

"I didn't say I would shoot him – I said I would kill him. I will find a way. I will kill all of your enemies for you."

And though she had not realised it at first, that was when she had went from being merely smitten to falling in love with him. He had truly believed what he was saying. He was the bravest person she had ever met, someone who would willingly lay their life down for her just as her parents had. Edward had courage that she had never possessed, and she had admired that in him greatly. But one day, she would show him, she knew. She would be brave, and make him proud of her.

Just not yet, of course. Brainiac may well have superior intellect, but the only one smart enough to survive what lay ahead would be Lenaria.

888

"Clark, are you really sure about this?"

Brainiac was waiting impatiently off to the side, but Clark barely noticed him. Lana had been crying, though she claimed not to know why. Clark held her against him, not saying anything at first. Thanks to Lois and The General, they were camped with the military. They were going to be stashed away safely. Or so he hoped. Sending J'onn away had been a risky move, since Lenaria would be able to move openly against them. Still, she should have no way of knowing where they were. Besides, Brainiac had brought the armour, which he now wore under his shirt. The next time he faced Lenaria, she'd find herself without her powers.

"I have to get the ship. We know that Metropolis and London are safe in The Fortress, but Brainiac still has Gotham. We're the only ones who can get it back and stop him from taking any more."

"But you don't even know what you're up against. Even one Brainiac has all your powers; you don't know how many are going to be waiting for you," said Lana.

"It doesn't matter how many there are, I'll find a way," said Clark. "Trust me – you're not getting rid of me so easily."

"I love you so much," said Lana, giving him a kiss that was short but oh so sweet.

"I love you too, Lana."

Brainiac made to speak as Clark left her, but Clark waved him aside and tracked down Chloe, Lois and Pete. Lois didn't quite get his initial hint that she should make herself scarce; fortunately Chloe managed to get rid of her.

"You didn't come to say goodbye, did you Clark?" asked Chloe. "Because, um, you never say goodbye. So if you said goodbye right now, we'd you know, start to worry. A little."

"It's not goodbye Chloe. It's never goodbye. I intend to survive this."

"Like they say, Clark, dying is easy, comedy is hard. You come back safe," said Pete, slapping his back.

"Pete, there's something I've been meaning to ask you. I know you might not want to, since you've been away and everything, but…"

"But what?" asked Pete.

"Pete would be delighted to be your best man, Clark," said Chloe.

"Geez, you psychic or something? Lyla ain't in there is she?" asked Pete, peering closely at Chloe's ear.

"So what do you say, Pete?"

"Like my spokesperson over here says, I'd be delighted," said Pete.

"We'll see you soon, Clark."

"You bet," said Clark, though his smile faltered slightly. "Once this is all settled, I'm taking the four of us out to dinner in Metropolis, on me."

"Oh that is so sweet, Smallville," said Lois.

"By four of us, I meant me, Pete, Lana and Chloe," said Clark, gritting his teeth. "Oh, what the hell. You can come too. I'll catch up with all of you later."

"Wait, where are you going? We're about to be escorted to…"

Clark never heard the rest as he ran back to find Brainiac. For a machine, his patience seemed less than limitless.

"If you're quite ready?" Brainaic asked.

"I'm ready. You didn't hurt Lex, did you?"

"He never felt a thing as I knocked him unconscious," said Brainiac. "I cannot disobey a direct order. I also informed Lex that we were aborting the mission. He most likely will try and go ahead with it anyway, but I gave him a false location, so any move he makes will be in the wrong place."

"How many do you think we'll be up against?"

"We should be prepared for anything, Kal-El. I still say it was a mistake, not including 33.1. We could have assessed their numbers before we entered the battle ourselves."

Clark shook his head. He wasn't going to send people to die like that. That said, out of he and Brainiac, one of them was expendable. Only Brainic could control the ship and restore the cities. If Clark had to, he would have to give his life to make sure Brainiac succeeded.

888

As Lex picked himself up, he struggled to recall what had happened. Fine had turned up and informed Lex that the mission was to be aborted. Lex had outwardly agreed, before calling in Mikhail Mxyzptlk. While Mikhail was not among the strongest specimens of Level 33.1, he was the one who held perhaps the most potential since recovering his ability. Mikhail had the ability to make someone do whatever he wanted. Or, as the case was nowadays, whatever Lex Luthor wanted.

"Stop," Mikhail had told Fine. And Fine had smiled.

"Mr Mxyzptlk," Fine had said. Lex hadn't been sure what stunned Mikhail more: the fact that Fine had effortlessly resisted his control, or the perfect pronunciation of his name. "Oh Lex, you thought I was going to tell you everything I knew? I can assure you, that would take more time than you have, my friend."

He didn't remember anything after that. Of Mikhail and Fine, there was no sign.

Yet there was a woman standing admiring his office. He didn't recognise her at first, not until she turned round to look at him. He recognised the face at once, though he'd only seen it on TV. The large mole on her cheek was unmistakable. Lenaria. His hand went instinctively to his chest, feeling for the armour that would protect him from her abilities. And found it wasn't there. The armour was very light, and he'd worn it so long it had felt like a second skin. Until he'd tried to touch it, he hadn't realised it wasn't there.

"Hello, Lex. I am God."


	17. True Natures

Returning to her own body was always a disorienting experience for Lyla, and this time was worse, as she'd never been away for so long before. Although most of her mind had been transferred to Lana, her body would still continue to move and act as though she were still there – not that she remembered any of it. All she remembered was a trip to another world, one full of mystery, full of potential, without borders of glass reining the people in. Somehow Kandor felt even smaller now.

"… hasn't come to pick us up anyway. Damn, I'm not looking forward to seeing him."

"Huh? What?" asked Lyla, startled. She was back in the medical ward in the C.P.C building, and not much had changed in her absence. Except that Pendar was awake. He'd woken up, and she'd been right here by his side, but she hadn't seen any of it.

"You haven't been listening to a word I've been saying, have you?" Pendar asked, eyeing her with a look of irritation.

"Oh, sorry," said Lyla, wrapping her arms around his neck. Carefully, so as not to hurt him. "It's just, I'm glad you're okay."

"Yes, well, that's only for the moment," said Pendar, looking awkward in her embrace. "Once your father gets a hold of me, I'm going to wish I never woke up."

Finally letting him go, Lyla smiled at him. They both might not be facing criminal charges, but her father was going to be furious that they had stolen his motorcycle. Still, it wasn't her father that scared her right now. It was Lenaria she was thinking of. Was what Clark said true? That Lenaria had tried to destroy the city? There had been a moment some time ago when the whole city had shook, and for just a second it had seemed like everything was going to collapse around her. Her father had been quick to reassure her, and nothing else had happened since then. Thinking of it as a natural disaster was one thing; thinking that one person had the power to destroy them was another altogether. And it had been one of her own people…

"I'm sure, under the circumstances, he will be content simply to see that you are both alright."

"Sergeant Kimda," gasped Lyla, hoping she didn't look as afraid as she felt. He couldn't know anything, of course – if he'd been here before he would have found her acting more or less normally – but she would have to be careful. She wouldn't remember any conversation they might have had, and she didn't want him getting suspicious. There was something about the way he looked at her she didn't like. He also looked very tired.

"You've been given the all-clear, Pendar. Both of you are free to leave. I'll be sure to have a word with your father about the matter, Faye. He and I are old friends. I'm sure I can convince him not to bring charges against either of you. Though I will point out that you should put more thought into your actions. You might both have been killed. Why, if anything had happened to you…" said Kimda, looking directly at Lyla here. Although he sounded pleasant – kind, even – there was something almost… possessive about the way he spoke that last line.

"Sergeant Kimda," said a male officer, appearing at the door and standing to attention.

"What is it now?" asked Kimda, never taking his eyes from Lyla.

"There's a man here to see you, sir. He says his name is J'onn J'onnz."

"If you'll excuse me," said Kimda. "Someone will be along to escort you both home shortly. There are a few troublemakers in the city right now, and we wouldn't want you getting into anymore difficulty."

Remembering Clark's instructions to J'onn back at the farm, Lyla wondered why he had come here first. And he must have done; she knew the Martian was fast, but not that fast. Clark had asked him to go to somewhere called Metropolis first. Perhaps Jor-El had insisted on it for some reason. And hadn't she heard that someone called Raya had been sent here on a mission? She wondered what was going on. Was the city in some kind of danger?

Acting on impulse, she jumped into the officer's mind as Kimda took him out into the corridor. She had to be careful, as she couldn't risk him sensing her presence in his mind. Yet she very much wanted to hear this conversation. As she began looking through the officer's eyes she saw herself taking Pendar's hand. He was saying something to her, but she had no idea what it was. She did, however, appear to be blushing.

"I want you to delay him as long as possible," said Kimda, stretching his hand past the officer's ear and placing it against the wall, blocking her view. "I need time to get The Eradicator here."

"Uh, sir," said the soldier, shifting uncomfortably. "Isn't it true that J'onn used to work for Jor-El?"

"Use your head, officer," said Kimda coldly. "It wasn't long ago that Brainiac was spotted in the city. He could be using a disguise. Whoever he is, we need to bring him in for interrogation. And since I don't relish the prospect of my men getting killed, I plan to use our most powerful resource."

"With respect sir, you allowed Raya to enter easily enough…"

"You have your orders."

Lyla had no idea what she was in the middle of here, but she had heard of The Eradicator. And now Kimda was planning on using it against J'onn? She had to warn him.

888

Lex was concerned as he eyed the creature carefully, but not yet afraid. If she'd come simply to kill him, he would already be dead. Most likely she wanted back the technology he'd stolen from her, and as long as they had something to bargain with, the advantage would lie with a Luthor. He took a seat behind his desk, gesturing for Lenaria to sit opposite him. Lenaria ignored this, however, instead hovering next to the fireplace. Lex didn't understand why she'd lit the fire in the first place; it was already uncomfortably warm in here.

"The term god doesn't necessarily mean much," said Lex, pouring himself a drink. "Many men from history have considered themselves such, and most of them are long in their graves. You call yourself a god; there are others who would call you an Empireth."

"You think you're very well informed, don't you Lex?" smiled Lenaria, staring deeply into the flames. "I was very disappointed by your comments to the press, urging caution over trusting me."

"So… what?" asked Lex, making an effort to remain calm. This was a situation where he did not hold all the cards. "You'd rather I was your PR manager?"

Lenaria tilted her head to one side, placing a hand on her hip, looking at him now. Behind her, Lex's security fanned out and surrounded her; Lex could see Mikhail had fetched them. The youth looked at him, puzzled. Lenaria's face remained a picture of serenity.

"Where is Professor Fine?" Mikhail asked. Lex noticed the youth was nursing a cut to his cheek. He also noticed Lenaria's composure slip, and she licked her lips nervously.

"Fine was here!?"

"We've been working together," said Lex, watching his security carefully. It seemed like they recognised Lenaria too, and were awaiting his instruction. At the slightest nod of the head, they would have attempted to apprehend her. While Lex knew she had some measure of telepathic abilities, he had to hope she couldn't actually read his thoughts. If she could, she would be seeing herself strapped to a table in a lab, with her body cut open so they could get a good look at what she was made of.

"Oh, you poor boy. You're being manipulated at every turn. You know the creature Brainiac I have spoken of? He and Milton Fine are one and the same."

Lex froze, remembering something Lana had told him not so long ago. Milton Fine isn't a man at all, she'd told him. He's an artificial intelligence. At the time, he'd dismissed her out of hand. Oh, he'd known she'd believed it, but he'd thought it merely some bullsht story his father had fed to her. Now though… well, he had no reason to believe Lenaria either, but Fine had somehow resisted Mikhail's control… and taken them both down before either of them could react, even though they'd been on opposite sides of the room…

He wondered if Lenaria was immune to Mikhail's ability as well. He thought she probably was, but couldn't help but imagine the possibilities if she wasn't.

"And he's not the only person keeping things from you, Lex," said Lenaria. "Call off your dogs – there's no reason for us to fight. I wish only to offer you enlightenment. Let me tell you about Clark Kent."

888

While Lenaria had hid her base in a desert, Clark was surprised as Brainiac tracked his ship to Mexico City, one of the most populated cities on Earth. Brainiac thought it would likely be the next target, but that the ship would still need a little time to recover enough power to enable it to capture the city.

"No reason why it should fear detection," said Brainiac, after he and Clark had sped to the city. "No human could see it. That said, the ship will be aware that one of it's constructs is no longer under it's control. Our arrival will not have gone unprepared for."

"Do you know exactly where it is?" asked Clark. Right now there were in the centre of the city, at the Plaza de la Constitución. Not likely they would find the ship here, unless it was already in the process of shrinking the city.

"Out near the ruins of the Templo Mayor," said Fine. "But I would advise devising a strategy before we make our move. With all due respect, you cannot expect simply to charge in and overpower your opponents."

"I don't intend to. I may not be as smart as they are, but I might be able to surprise them yet."

"Well, I hope your plan is a good one, Kal-El. The ship and I are the same. It knows the way I think, and it'll have a counter for any strategy I come up with. You are correct; you at least, may have a chance to surprise it."

"What do the Brainiacs want with the cities anyway?" asked Clark. "Back at the Fortress, you used them to force me to release Zod. With Zod out of the picture…"

"Zod originally had a goal to capture cities from across the universe and bring them under his rule. With Zod gone, the Brainiacs will take his place and attempt to fulfill his vision."

Nodding, Clark absently ran his hand across his chest, feeling the armour underneath his shirt. It wouldn't do him any good against Brainiac, but he felt secure wearing it anyway. Not just because it protected him from Lenaria's abilities; he also felt it protected him from having to make a moral decision. When Lenaria had been wounded, he'd told her he wouldn't kill her because he couldn't show contempt for life. And yet Lenaria kept slipping from his grasp. No matter what he tried he couldn't stop her for good, and every time he failed someone suffered as a result. Lana had told him how Lenaria had tried to force her to kill either Chloe or Pete, and it made his blood boil.

Yet so long as he had the armour, he didn't have to worry about it. He could subdue Lenaria and return her to The Phantom Zone. Sheer circumstance had allowed her to escape last time; no-one would be letting her out again. Of course, he couldn't do it alone. Both he and Lenaria held something that could stop the other, since she knew what Kryptonite could do to him. The armour couldn't protect him from that.

"So what exactly do you propose, Kal-El?" asked Brainiac. His tone suggested he did not have high hopes for whatever he might think of.

"There's one thing the other Brainiacs won't have included in their calculations," said Clark, quickly telling Brainiac what he wanted him to do. Brainiac nodded.

"I see… you are correct. We wouldn't be counting on that. However, there may be something we haven't included in our own calculations."

"What's that?"

"The ship is beginning to power up. We may just have a problem."


	18. Clark Defeated?

Once they knew the ship was preparing for something, both Clark and Brainiac were forced to put Clark's hastily crafted plan into action. It's potential success counted on one thing: their opponents not knowing where the initial attack was going to come from. After the initial confusion died down, any advantage they had would be lost. Really, it would all depend on numbers.

Lucky for Clark that the ship was stored in an isolated building on route to the Templo Mayor, or his secret would have been exposed for certain. Brainiac allowed Clark to take his position before walking in straight through the front door. He was unsurprised to find himself looking at three identical copies of his own image. They stood protectively in front of the ship, which was currently giving off an incredible amount of energy. Yet it was still grounded. Not that this made himself or Clark much safer.

"Well, this is a touching reunion," said one of his adversaries. "But you'll forgive us if we don't welcome you home with open arms."

"I take it young Mr Kent will be joining us?" asked another. "And what trick might he have up his sleeve, I wonder?"

Brainiac allowed Clark to reply personally. The constructs had taken the time to observe the kryptonian closely, something the persona of Milton Fine had proven useful for. They'd carefully gauged his strength and the development of his powers. They had known that he hadn't yet developed the ability to fly.

Except now he had. Clark's reply was to send a rain of fire down from above, tearing through the roof with ridiculous ease and catching all three of his targets off guard. Only two of them were actually hit, but that didn't matter; the air assault was more about creating an opening, which Brainiac promptly took. Smoothly slipping the Kryptonian dagger into his hand, he drove it viciously between the eyes of the one construct left standing. It's body shook for a moment, contempt in it's eyes, before it vanished. Brainiac caught the dagger as it fell, turning in one quick movement and driving it into the chest of a downed opponent. The other was back on his feet in an instant, but immediately found himself pinned down as Clark continued his attack from above.

As the two remaining Brainiacs stared each other down, a trickle of a thick black liquid ran down the back of the ship. Brainiac had been expecting it. Three more of his brethren took shape from the substance. And now the element of surprise had been lost. As Brainiac readied his weapon, a bright light grew around the ship.

"Kal-El, look out!" he shouted. Clark was a long way above him, but he knew he would hear him anyway. Unfortunately the warning was too little too late, as the ship fired a concentrated beam of energy towards Clark. The next thing he knew Clark had fallen through what little of the roof remained, landing hard. The Kandorian armour had absorbed some of the damage, but Clark was clearly still hurting. As Clark winced with pain and tried to struggle to his feet, the ship slowly began to open up.

The figure that emerged did not look like he did, but despite wearing the appearance of General Zod, Brainiac could not be deceived by the form the construct had taken. It was still just a Brainiac, the same as himself. It was a perfect likeness though. It had been a long time since he had seen Zod like this, given his body had been destroyed before being sent into the Phantom Zone. Unlike Preus, the last body Zod had inhabited, Zod had dark hair and a goatee beard. And although Preus' eyes had been cold, Zod's were colder.

"You're not Zod," said Brainiac, smiling. He found the situation almost… exciting. The odds were against himself and Kal-El, and that was a situation he had rarely found himself in. Always he had planned carefully, moving openly only when the circumstances were to his advantage.

"You should remain silent," said the machine posing as Zod. "Your purpose has been corrupted, and therefore your existence is no longer validated."

As Clark got up, obviously still hurting, 'Zod' turned his attentions to the Kryptonian. Clark made to strike before noticing the city in the machine's hands. Gotham city. All of the others were safely stored in the Fortress, but that one presented a big problem.

"You have lost, Kal-El. Make any move against me and this city will be destroyed. And even if that doesn't dissuade you, the ship can produce dozens more constructs. I think you will find that the deck is completely stacked in my favour."

888

Lana supposed being in the middle of a military camp was supposed to make her feel safe, but if anything she felt slightly intimidated by the show of force around her. It didn't help to know that General Lane was apparently camped here in Smallville trying to find any unusual activity. He would most assuredly find some, and if it happened to be Lenaria, they were all dead. Hopefully though The Empireth was a long way away.

Lois of course, was perfectly at home, and was probably the only person in the camp who had any pretensions of cheerfulness. Although she was only slightly older than Lana herself, Lois seemed to be trying to take the role of mother to them all, at least temporarily. Even Chloe seemed worn down.

"I should call Lex," said Lana. "Everything's been so crazy since I got back from Kandor, and I've only really had time to worry about Clark and Nell, but I need to see if he's all right."

"Wait a minute," said Chloe, sipping a cup of coffee Pete had fetched. He and Lois were talking on the other side of the tent, so they were able to talk about Clark freely. Although given their location, discretion was still wise. If anyone from the military overheard about Clark… "Everything's been crazy since you got BACK from an alien world? Okay, now I really know how screwed up all this is."

"It's not good, is it?" asked Lana. She knew Chloe was kidding, but she wasn't able to laugh right now.

"Listen though, Lana. Before you call Lex… I mean, I know the two of you are friends and everything, but you need to tread carefully. You know Lex is suspicious of Clark. If he ever found out the truth…"

"I know, Chloe, but I'm not going to let that happen. Clark told me about how Lex found out before."

"Or about how Lex didn't find out before. The whole changing the past thing is pretty definite about what did and didn't happen."

"The point is, I know how careful I have to be. Chloe, if I'm going to marry Clark I can't just cut Lex out of my life. He'll know right away that I know the truth about Clark. But I can't worry about any of that right now. I just want to know he's okay. I need to know SOMEBODY'S okay."

888

Lenaria watched Lex carefully as he tried to take in what she'd told him. His reaction was difficult to read. She half-expected him to tell her that it was the most ridiculous thing he'd ever heard.

"What proof do you have?" asked Lex quietly instead. He appeared much too calm on the outside, she thought. Much too calm.

"I do wonder just how much proof you need, Lex. The boy comes back from the dead, has alien symbols burned onto his barn, appears constantly in times of crisis and never gets a scratch on him… There is something I might show you, however. There is a kind of a… monument to his home planet hidden in the Arctic. I can give you it's exact location. Inside, you will find knowledge that your race would kill to possess."

"And in return for it's location? What is it you want from me?"

"From you? I wish only to earn your trust. I am not the monster you think I am, Lex. I care deeply for your people. I was even married to one of you, though I believe you have seen what happened at my base. He was a victim of that attack, killed by one of the monsters."

While she spoke, her superhearing picked up the sound of Mikhail's voice, the merest whisper. He commanded her to stop moving. Lenaria had to use a great deal of willpower, not to resist the command, but to stop herself from striking the youth dead. She had controlled a good deal of people through the years with her abilities, but she had never been controlled herself. And she never would be. That the boy had presumed to…! She would not forget that. She could do nothing now; she wanted Lex on her side, and willingly if possible. Later, however, would be a different story.

Lex's cell-phone, placed on his desk, lit up and began to ring. Lex didn't look at it, did not remove his eyes from Lenaria, but she did. She recognised the name instantly, reading it with her telescopic vision. Lana. Well now, that was interesting, wasn't it?

"Give me the location," said Lex finally. Lenaria smiled. Lex would find much there that would aid him, but it was what would aid her that mattered. She gave him the co-ordinates, waiting patiently by the fire as Lex tried to pinpoint the location on a map. It's presence comforted her. Without it, she would be constantly worrying about The Manhunter appearing from nowhere and phasing his hand through her head or something.

"Do you know what Brainiac's done with the missing cities?" asked Lex as he looked over the map.

"I have some idea. There may be something we can do for them. You'll know more soon, I promise. I'm afraid I won't be able to join you on the trip," said Lenaria. "We'll talk again, once you've seen what's in The Fortress. Don't worry, Lex. Working together, we can eliminate those who threaten this world."

She sped from the room, a show of her potential force as much as anything. Using her superhearing, she listened in for any information that might be useful, and to ensure Lex was going to do as she wanted. If he didn't, she would have to subtly adjust his way of thinking.

"I don't trust her," said Mikhail. "Though what she says about Kent… that part at least may be true."

"It may just be," said Lex non-commitally. His phone was ringing again, and this time she heard him answer it. Lenaria recognised the voice on the other end at once.

"Lex?"

"Lana? Thank God you're alright. I thought you'd disappeared along with the rest of Metropolis."

"No, I'm alright. I wanted to see if you were safe. I haven't had a chance to get in touch sooner."

"It's okay. Listen to me. I may know something about what's going on. I need to see you. Let me know where you are and I'll be right there." He paused for a moment. "Is Clark there with you?"

"No, but Chloe, Pete and Lois are. Clark's alright though, he's going to join up with us as soon as he can."

Lenaria twirled her hair contentedly as Lana told Lex where she was. Oh dear, Clarky, she thought. Maybe you shouldn't have been so quick to be a hero. It would be a terrible tragedy if something happened to your friends while you were away.

Of course, Lenaria would not be going there personally. Oh no; Clark's absence did not indicate the absence of The Manhunter or even Raya. And while she held the weaknesses of both, it was an unnecessary risk. Lenaria had absorbed many abilities from Clark, but the ability to charge into potential danger like a brain-dead moron was not among them. No, she had something else in mind.

It seemed appropriate. She had returned from her absence to find her knights dead; Clark would return to find his friends and lover gone. He would know her pain.

He would know her fury.


	19. Fireworks

There were going to be fireworks.

This was Joshua's big moment, the first time he could use the full extent of his power and not have to worry about the consequences. He would be protected; Lenaria had assured him of it. It was her who had supplied him with the necessary… components he needed for his special ability to work. They were lined up now, all of them awaiting him. Their silence made the sounds of the wood more pronounced - the birds chirping in some bizarre rhythm, the wind whistling through the trees; all calm and peaceful. Definitely in contract to what was about to happen. He began to move along the line from left to right, gently placing a hand on each man's shoulder.

Lenaria had told him exactly what he should do. Usually he was not the kind of person to take orders, but a deal was a deal. Lenaria had saved the one person he cared about, healed the tumour in his sister's brain. She had told him she would require something from him in return, that she knew he was a very special boy indeed. He hadn't asked how she's known; she'd known because she was a Goddess. Joshua had met other people with abilities, but none that were anything like as powerful as her. He was in awe of her, and perhaps a little frightened as well.

Still, he'd always wanted to try his abilities out on a human. Sulphur was an essential component in all living cells, and was all he needed to make his ability work. He'd once used his gift on his sister's pet hamster, when he was just a kid and in a really bad mood with her. He'd regretted that later. She'd been very upset. Eventually he had managed to buy her a new one, and as far as he was concerned that was the end of it. She hadn't known he was the one who killed it though. No, she would likely never have forgiven him.

They said that hell smelled like sulphur, but sulphur on its own was, in fact, odourless. Working his way from man to man, he used the sulphur in their bodies to create explosive fluids. None of them resisted, just as Lenaria had said. He didn't know where she was, but she was influencing events all the same. Once he'd created the living bombs, she would guide them to their targets. Once the last one was set, he stepped back and looked at his work like a father admiring his children.

"KA-BOOOOOM," he said, and giggled. One by one, all eight men turned, twisted grins locked in place on their faces. Their eyes showed that there was nobody home. Even as they exploded into a thousand smithereens, he thought they would remain blissfully unaware of what was happening to them. Tittering with laughter, he moved uphill to get a better look.

888

The figure of Zod was a far more imposing one than that of Milton Fine, Clark acknowledged, even though he knew their power was just the same. He decided to try and use that to his own advantage, subtly adjusting his body to try and appear more apprehensive. Brainiac – the one on his side – wasn't going to be able to do anything, since he was surrounded by three of his own brethren. At least not yet.

The Zod look-alike was certain Clark was finished, that he would not dare attack while it held Gotham city. Brainiac had already seen him surrender rather than risk damaging the bottled cities. The result had been the release of Zod and Lenaria from The Phantom Zone. It fully expected him to surrender again. The stakes were too high. But if he gave up now, it really was all over. The cities would fall under Brainiac's rule, and he would never see his friends and family again. He would never get to marry the girl of his dreams.

Don't think about it! Just do it!

"This is your final warning, Kal-UH!"

'Zod' flew backwards as Clark's fist slammed into his chest. Clark's other hand nimbly grasped the city before it could fall, and he snapped his head round before he could even check it was undamaged. He had to push his speed to the absolute limit here. His opponents had been so convinced he would surrender, that they had read his past actions so well, that he'd managed to catch them off-guard by taking a desperate risk. He almost felt ill thinking about how badly it could have gone wrong, but he'd taken the chance only because he knew he must take it.

He turned his heat vision on the three opponents surrounding the reprogrammed Brainiac. Fortunately his Brainiac was less surprised than the others, immediately using his own heat vision to enhance and support Clark's attack. Clark took the opportunity to set the bottle city between his feet. Hopefully there he could protect it without necessarily exposing it to direct attacks.

"Ship's open!" screamed Clark, knowing he was wide open to attack from the Zod look-alike. He already thought the Kandorian armour may have been damaged by the ship's attack. That would cause big problems with Lenaria, but he had no time to worry about that now. "Go now!"

The ship, after opening to release 'Zod', had provided them with a way in. Brainiac didn't hesitate, charging in while Clark went all out trying to keep his enemies back. He managed to delay them long enough for Brainaic to get inside, but they were going to overwhelm him any moment. He'd promised Lana he would make it back, but it didn't look like he could keep that promise.

He was grabbed from behind. He felt his neck being twisted and instinctively threw his hands up to try and block the attack. His other adversaries charged forwards, pummelling him. He tried to fight back but it was useless; he was taking viscous shots to the face and gut and his hands couldn't get free to strike back. Lana… I'm sorry…

The ship was taking off, he saw as his vision blurred. That was something, at least. The cities would be restored. He'd have to hope someone else could finish it with the Brainiac's and Lenaria. But then, just as he thought his body was going to give out, a light shot out from the ship, catching all four incarnations of Brainiac. They each screamed as their bodies disintegrated, leaving no trace of their existence behind. Clark fell backwards, unable to stand. The ship landed again, opening up to reveal Brainaic, who smiled at him.

"You seem to have more lives than a cat, Mr Kent. We'll have to see about getting you patched up. Still, we have secured our objective. The constructs are merely an extension of the will of this ship – soon enough though, this ship will be an extension of mine. And therefore yours, of course. We need to take it to The Fortress. Once there, Jor-El can heal your wounds and we can see about restoring the cities."

"No, I'm alright," said Clark, barely making it to his feet under his own power. "I need to get back to Lana and the others and make sure they're okay. Take Gotham and get the cities restored as soon as you can. Not Kandor, obviously. Not yet. We can't just have an alien city showing up out of nowhere. We'll need to work that one out later."

"Clark, I don't…"

"Don't argue with me! Just take care of it. And… thanks."

888

Although the last thing Lana felt like doing was eating anything, Lois convinced her, Chloe and Pete to head over to the mess tent. Lois didn't hang around for long; The General had apparently arrived on-site, and was insisting on seeing her. Lana tried to eat something, but it only made her feel ill. She was too worried about Clark. She was glad Lex was alright, but the fact that he was on his way here could potentially open up more problems. The three of them sat at a table; they had plenty of space, as the place was more or less empty.

"Can't help but notice something's missing," said Chloe, eyeing her hand. "Don't tell me the engagement's off already?"

Lana rubbed her finger unconsciously.

"Lex is on his way here," she said, deliberately avoiding Pete's gaze. "I can't have him find out about Clark and me right now. Last time, when I went to him after the election, that was a disaster."

"Still don't know why you and Baldy are so tight anyway," said Pete. "That guy is everything Clark's not. Lana, you need to realise that they are consequences to hanging out with Lex Luthor."

"Pete, I really don't need to hear this right now," snapped Lana. "Especially not from you. You chose to abandon Clark when he needed you, so don't think you can just swan back in here and tell us how to live our lives."

She regretted the words immediately, but had no chance to apologize.

"So that's how you see it? I moved away to PROTECT Clark," said Pete, standing up.

"Listen guys, we're all under a lot of strain right now," said Chloe, looking away from her laptop. "Look at it this way; the world's in a lot of trouble and bickering isn't going to help. Can we try to keep things in perspective?"

"I'm sorry, Pete. I know you're just trying to look out for us," said Lana.

"It's alright," said Pete. "I can't say you're totally wrong anyway."

Lana smiled apologetically. Pete was beating himself up even though he hadn't done anything wrong.

"What are you doing anyway?" Lana asked Chloe, who was hitting her keyboard. "Looking for bottle cities on Ebay?"

"Something like that," smiled Chloe. "Trying to trace Lenaria, actually. People all over the world are crying out for her help. Our least favourite Empireth doesn't seem to be doing much about it though."

"Probably still nursing her wounds from that ass-kicking Clark gave her," said Pete.

"She can heal herself instantly, remember?"

"Well yeah, but you know, like mental wounds and stuff," said Pete.

"Nobody we know hurt, I hope?"

Lana's heart beat faster, close to panic. Lex was here.

"No, everyone's fine, Lex," said Lana, getting up and shifting uncomfortably.

"Clark not here yet?"

"Not yet," she said cautiously. There was something in Lex's tone she didn't care for. But mere moments later he smiled at her and hugged her.

"I'm glad the two of you are all right as well," said Lex, turning to Chloe and Pete.

"I'll skip the hug, thanks," muttered Pete.

"Your loss," said Lex dryly, taking Lana's hand. He spoke to her in a low voice. "Lana, we need to talk in private, about what I mentioned on the phone."

"I won't be long," she told Chloe and Pete. Lex took her outside, leading her to a quiet area. She asked him how he'd just been able to walk onto the site.

"Because I'm Lex Luthor," he said, smiling enigmatically. "Also, because I know General Lane of old."

"So what is it you want to tell me, Lex?" asked Lana, dreading whatever it might be. From the corner of her vision she noticed a soldier walking awkwardly towards the mess tent. He certainly looked cheerful, she noticed. Before she could get a closer look, Lex had taken her shoulders and forced her to look him in the eye.

"You already know, don't you?" whispered Lex. Terror seized Lana. She licked her lips, unable to speak. An age seemed to pass.

And then an explosion blew the mess tent apart.


	20. The Crown and the Flame

(Author's Note: Hope everyone had a good Christmas, and that Dracula was good to you all!)

Still residing in the mind of the C.P.C officer, Lyla waited as long as she dared before fully taking control of his mind. He never even knew to struggle. Unlike when she had possessed Lana, this time she made sure the officer had no knowledge of what was happening. She wanted to help J'onn, but she didn't want to compromise her identity in doing so. No Kandor resident knew she was really an Empireth, and she couldn't afford to have anyone find out.

J'onn was still waiting outside the entrance to the C.P.C building with two guards standing in front of him. Lyla didn't know the full extent of J'onn's powers, but was willing to bet he could have gotten past them with ease. It looked like he was taking a rather more diplomatic approach.

"If you'd like to come with me," she said, trying to put the correct amount of authority into her voice. She might sound exactly like the officer, but if she began acting suspiciously she might find herself in trouble. She had to be as convincing as possible. To her horror it looked like one of the other guards wanted to come with them. "Kimda wants the two of you to remain out here. I'll take our guest directly to him."

"Kimda?" asked one of the guards.

"I mean Sergeant Kimda," said Lyla, correcting her mistake. J'onn strode past the guards, joining her and moving alongside her. When she'd seen him on Earth J'onn had adopted an appearance like that of the inhabitants, but here he seemed content to appear in his Martian form.

"You certainly seem to get around," said J'onn, keeping his voice low as they moved along the hallway. "You should be careful. Entering other people's minds is not something you should do so lightly. Most Empireth knew better."

"You know it's me?"

"Of course. You must know I possess telepathic abilities as well?"

"Sure, you used them to protect everybody from Lenaria back on Earth. But you don't have to worry about me. I know what I'm doing."

"Oh? Leaving aside the moral aspect of simply using your power to control another, there are dangers you seem to understand little of. If you entered the mind of an insane person for example, you might find yourself trapped in their forever, lost for eternity in their delusion…"

Lyla shuddered. She'd never really considered anything like that. Although she'd received some basic training on using her powers as a child (essential, for their abilities began to develop early, and they needed to learn control quickly) for most of her life she'd been alone. She'd had to experiment sometimes with using her powers, and there had been times when she'd come close to making a mistake she couldn't come back from.

"I'm only doing this because I have to," she stressed. Lana had been another matter though. Lyla had just wanted to see Clark when she possessed her. To make sure he was okay, yes, but also just because she felt an attraction to him she'd never felt to anyone else. True, she'd had a crush on Pendar, but what she felt for Clark was on another level. It was silly, really; she barely even knew him. Yet she felt a connection to him anyway, even if only on an empathic level. The two of them were outsiders, and that was something she knew Lana could never understand. Clark knew who she was and what she was capable of… and he wasn't afraid of her. He didn't judge her like others would. It also didn't hurt that Clark was heart-breakingly gorgeous. "Something really strange is going on with Kimda. We both know he's locked Raya away somewhere and when he heard you were here he asked this guard I'm controlling to delay you while he fetched something called The Eradicator."

She caught the flicker of recognition on J'onn's face, watching as his body tensed.

"That could be a problem," said the Martian gravely.

"It's stronger than you?"

"It's not me I'm worried about. An encounter between Eradicator and myself could easily destroy most of the city. We need to find Raya now. What could Kimda be thinking?"

Pausing only for a moment, J'onn quickly headed off to the left, descending a flight of stairs. Lyla hurried to keep up with him, blinking as he suddenly disappeared from view. At first she thought he had used his speed to get ahead, before she heard his voice in her mind, startling her.

(I've become invisible to avoid detection. I appreciate the warning, but you should return to your own body now. Leave the rest up to me.)

(Wait a minute! You're going back to help Clark, right? You're going to help him stop Lenaria?)

(That is my intention. I tried to befriend Lenaria once, but I soon realised that was a mistake.)

(What happened?)

(The Empireth and I shared a common bond in our telepathic abilities. Most Kandorian's feared or despised them, but I tried to reach out to them. Lenaria invited me to play a game with her, one with pieces that were created from our minds; it could be people we cared about, things we feared, anything. The purpose of the game was to try and judge the value of each piece, relying on empathy or instinct to work out it's significance. The greater the feeling behind the piece, the greater it's strength. In our game, two pieces determined the outcome.)

Lyla listened to J'onn's story, fascinated. She knew the game he referred to; it had been very popular among her people, but she'd still been too young to play when other Empireth had still been around.

(What were they?)

(On Lenaria's side, a lick of flame. On my side, a crown. That was how Lenaria determined fire was my weakness; she saw the power the flame piece had and understood my fear of it. Some time later, once the Kryptonian Council realised she was a criminal I was sent to bring her in for questioning, since the council knew I would be immune to her telepathic powers. Lenaria was sly enough that she managed to expose me to fire, and she fled. Eventually I tracked her down anyway, but she killed a lot of people in desperation in the meantime.)

(What about the crown? What was the significance of that?)

(With the crown, I won the game. But I never worked that one out until much later; it was something that symbolised a creature known as Mongul, one of the most feared and powerful tyrants I've ever heard of. Lenaria fled The Empireth homeworld when she was around your age, to escape the war. She told us under interrogation that the power died on her ship, and she and her companions were 'rescued' and taken to Warworld. There they became slaves. Lenaria was the only one who managed to keep herself alive, and eventually Mongul learned that The Empireth were being welcomed on Krypton. He'd always wanted to enter Kryptonians into the battles that were held there, so Lenaria was sent there as his agent. Her fear of him was so powerful it cost her the game. She was furious.)

Lyla almost jumped again as J'onn sent her a vision of Lenaria after losing the game. He hadn't been kidding. She had knocked over the table they had been playing on, and her eyes looked haunted.

(CHEATER! YOU DIRTY CHEATER! YOU NEVER BEAT ME!)

(Now, I really have to go, Lyla. I… know it can't be easy having to hide who you really are. I hope you can find happiness.)

(Wait… Can you tell Clark… tell him I'm sorry we couldn't be friends. I would have liked to… no, it doesn't matter. I just… wish I could see him again, that's all.)

(I think you might be seeing more of Kal-El than you yet realise.)

(What do you mean by that?)

She waited, but no answer came. J'onn was gone.

Lana was shaken, terrified even, but her first instinct wasn't to run away. It was to run over to where the explosion had occurred and find her friends. She'd been talking to them only a moment before, and it was impossible that they had simply been taken like that. Except, as she knew from the death of her parents, it was very much possible.

Lex grabbed her before she could move more than two steps.

"Let go of me!" she protested, struggling as Lex's arms locked around her waist. "Chloe and Pete were in there!"

"They're dead, Lana," said Lex quietly. There was more compassion in his voice then than Lana had ever heard in it before. For the first time the reality began to hit her. There was no Clark, no hope of a last minute miracle rescue. And underneath the grief that was now consuming her was a mad gibbering, a voice screaming at her that Lex knew, Lex knew everything, and that Clark's secret had again been exposed because of her connection to Lex. He'd just had to look at her and he'd known. Clark should never have trusted her, not for one moment.

And the two friends who Clark could depend on the most were now dead. Lex was no longer trying to restrain her, instead now only holding her gently, cradling her head in his arms. When the second explosion went off right behind them, Lex twisted as he fell, stopping himself from falling on top of her before rolling across her body protectively. After they both realised they weren't yet dead, Lex hauled her to her feet, grabbing her arm and pulling her along with him.

"We have to get out of here!" he yelled above the noise of a third explosion on the other side of the camp. Lana had no idea what was happening. Neither did the soldiers, who appeared to be running around the camp with no clear destinations in mind. Lana screamed as flesh rained down from the sky. Everything had descended into madness.

Clark was just as confused as everyone else when he arrived back at the camp, but even though he was still hurt he kicked into action immediately. Speeding through the camp, he searched for signs of explosives that might have been planted. His search didn't turn up anything. He did, however, find plenty of people dead or injured. Most of the dead were not in one piece. As for the injured, his instinct was to help, but until he eliminated the root of the problem, he couldn't afford to do anything for them. Much as it pained him, all he could do for the moment was ignore them.

Until he found Pete and Chloe. He didn't need any enhanced senses to know that Pete was dead; his friend's body was burned to a crisp, and barely recognisable. Clark's body trembled as he looked at the remains of his friend. Only the sound of Chloe's heartbeat brought him back to the situation at hand. As far as he could tell, the pair had both noticed something was wrong. Chloe had ran from the danger, while Pete had ran towards it. Chloe had still been caught in the explosion, but Pete might just have saved her life. Might have. Clark could see she was hurt; she was unconscious, and badly burned. She also seemed to have hit her head badly as she fell. Clark moved over to pick her up, and it was then that he realised there was a third body. This one, however, was in so many pieces he hadn't noticed it right away.

Where was Lana?

Chloe's eyes fluttered open, and Clark immediately knelt down beside her.

"Don't try to move, Chloe. I'm going to get you out of here."

"C…Clark, Lana wasn't here. She wasn't here when the explosion went off."

"I'll find her, don't worry. Save your strength."

""Listen to me… the soldier… I don't know if he had some kind of bomb strapped to him or what…"

"It's okay," said Clark, shuddering as he worked out at least a part of what was going on. He was about to take a quick search around the area when he noticed Chloe's eyes close. Immediately he grabbed hold of her and shook her. "Wake up Chloe, you have to stay awake. WAKE UP!"

"Clark, it's alright," said Chloe, managing a weak smile. "You have Lana now. She knows your secret… I'm…glad you're not alone… you're going to be fine."

"Stop talking like this is the end!" wailed Clark, eyes filling with tears as Chloe's eyes closed once more.

"This IS the end, Clark," came a voice from behind him, filled with venom, as he held Chloe in his arms, willing his strength into her. "It's just too bad for your friends that it ended as it did."

"It's too bad for YOU," said Clark, lifting Chloe and facing down his opponent. The person in front of him was Lois, but it was Lenaria he was talking to. She was wearing Lois' body just as Lyla had worn Lana's. Of course she was; Lenaria would have wanted to see his reaction, but she wouldn't have wanted to be here in person. Oh, no. "Too bad that despite every ability you've taken, you've stolen, you haven't got a SINGLE one that is going to stop me from hunting you down and making you pay. Every time I hurt you, you whimper and beg for me to stop. Well I have news for you, Lenaria: if you don't want to be hurt, you don't KILL MY FRIENDS!"

Both of them stared each other down, and there was no fear in Lenaria now. Not when her real body was safely away from him. Now there was only hatred. Clark was shaking with anger, a single tear falling from his eyes and striking Chloe's cheek. He thought Lenaria might have been trying to distract him, and it might have worked if Lana hadn't been in danger. He was using his hearing ability to try and find her even as Lenaria spoke. And Chloe's heart was still beating. That's it, Chloe: keep fighting.

"Big words, Clark. But what's to stop me from simply taking your mind right here and now? What's to stop me from using you to burn what's left of these people into ash, and making you COMPLETELY aware of what you're doing?"

The same thing that always stops you, Clark thought but didn't say. Fear. The Kandorian armour that was concealed beneath his shirt had indeed been damaged in the battle with Brainiac, so it couldn't protect him. But Lenaria's fear could be as crippling for her as Kryptonite was to him. Yet he could tell she was contemplating it, and if she went for it now he wouldn't be able to stop her controlling him. He didn't know how Zod had shrugged off her power so casually. Had Zod's will been so strong, and his so weak? Regardless, he had to manipulate Lenaria's fear or he was in a lot of trouble.

"Go ahead," said Clark. "But I think controlling my mind takes a lot more effort than controlling a human's. I think that if you do, J'onn will be able to find you like he did before. And I think that if he does, you are going to be very, very sorry."

Lois actually snarled at him. He'd have to hope Lenaria only wanted to use Lois to taunt him, and that she wouldn't do anything that might harm her.

"I left him a bubbling pool of shit the last time I encountered him," hissed Lenaria. "So I suggest he should think twice before coming after me again. And as for you, boy: hear me well. I survived Mongul. I survived Zod. I survived The Phantom Zone. And I shall survive you."


	21. Kaboom!

(Author's Note: It's been some time since the last update, despite the fact that I wrote this chapter early in the year. The truth is that I was growing increasingly convinced that the story would never see completion. I've been getting more and more tired of writing; it no longer feels like a fun hobby but more like a part-time job. After almost abandoning it, I've decided to persevere and try and hammer out the last few chapters. There's a lot to tie up, but everyone is getting close to entering the endgames now anyway, so hopefully we can still get this done.)

Again returning to her own body, Lyla took a moment to readjust to her surroundings. It looked like she was still in the medical ward. Worryingly though, there was no sign of Pendar. He wouldn't just have left without her; had he been taken somewhere by the C.P.C?

"Pendar?" she asked apprehensively.

"Yeah?"

His voice was slightly muffled, but she was relieved to hear it all the same. It sounded like he was in another room.

"What are you doing?"

"Geez, do you want me to draw you a picture? I said I had to use the bathroom!"

"Oh yeah… sorry."

"It's alright," he said. "You've been acting kind of funny since I woke up. I guess that crash really shook you up, huh?"

"I guess so," said Lyla, smiling weakly. She always enjoyed Pendar's company, and he was a good friend, but she could never tell him what she was really feeling. He still thought of her as his childhood friend Faye. Clark was really lucky to have someone like Lana who he could confide in like that.

Looking at herself in a mirror sitting on a table next to one of the beds, she let the illusion drop for just a second. Her true face looked back at her; unlike Faye's brown hair, Lyla's was a light shade of purple. As the creature that attacked Clark and her had seen, Lyla had brown eyes instead of blue. She wondered what Clark would make of her real appearance; he had only ever seen the illusion. Of course, she could look like whatever he wanted, but she had more self-respect than that. What had J'onn meant when he had mentioned that she might be seeing more of Clark than she realised? Well, this was what was left of Clark's home planet. Maybe he was going to come back here, she thought dreamily. If she'd had the option of going to The Empireth homeworld, she probably would have taken it. Though even if she could leave Kandor, she doubted there was anything left but ruins there. Her heart beat slightly quicker as she dared to imagine Clark leaving Lana on Earth to come here, and the two of them growing closer…

Once again concealing her face, returning to the appearance of Faye, she fell back onto one of the beds and groaned. Jumping from body to body like that had worn her out. Remembering what it was like to be in Lana's mind, she shivered as she recalled wanting, even for just a moment, to take over Lana's life. She didn't know what she'd been thinking. If she was ever going to win Clark over, she wanted to do it fairly. She realised she hoped J'onn would stick around as well. Lenaria had been a poor choice for him to try and befriend. The two of them could never get along, but maybe Lyla and he could. She definitely felt a sense of kinship with him.

"So, you're the one…"

She leapt straight to her feet at the sound of the voice coming from the doorway. A handsome dark-haired man she didn't recognise was standing there, looking at her with both curiosity and loathing.

"Who are you?" she asked, backing away. He wasn't dressed like a member of the C.P.C, and she felt extremely uncomfortable. She tried to get a sense of the man's mind, but couldn't pick anything up. Almost as if it didn't have one.

"I am The Eradicator. The traitor Kimda has kept you concealed for some time, I know. You are the last of The Empireth on Kandor. It is my duty to eliminate all those who threaten The Kryptonian way of life," it said, eyes flashing red.

"I'm not an Empireth! And I've never threatened any Kryptonian," she said, retreating until she hit the wall on the other side of the room. There was only one way out, and this machine was blocking it. It advanced on her, reaching out to grab hold of her. She tried to duck away from his hand and sprint for the door, but he was too quick. Much too quick.

"Let her go!"

Pendar burst into the room, fury in his eyes. Lyla squirmed in The Eradicator's grip. Pendar had no idea what he was up against. They didn't stand a chance.

"He won't follow your commands," said a calm voice from the doorway. "But he will follow mine. Eradicator, let her go."

"Ah, there you are, traitor."

"I said LET HER GO!"

"My loyalty is to The Kryptonian race, not to you," said Eradicator. Pendar charged in trying to catch it off guard, and found himself flung across the room, crashing hard against the wall. Lyla shrieked and redoubled her efforts, but it was useless. Kimda's eyes were cautious, but Lyla still marvelled over his self-control. He knew what he was up against, and he should have been terrified. If he had lost control of something so powerful…"And now that I know your true intention, it is my duty to stop you at any cost. You plan to clone those leeches and have the city fall under their rule."

"I do plan on reviving their race, yes," said Kimda, eyeing Lyla almost apologetically. "Though I have absolutely no intention of allowing them to control the city. Rather, it is my plan for our people's to co-exist. I will not repeat the mistakes other races have made in the past, including my own. We welcomed The Empireth here and offered them a life of peace; instead we slaughtered them. There must be atonement."

Lyla's knees felt weak, and for a moment she could almost forget she was at The Eradicator's mercy. What was Kimda talking about? Reviving The Empireth?

"The only thing their kind should be offered is extinction. Perhaps this one has altered your mind, Sergeant. Or perhaps the madness that infects you is all your own. Either way, you require a live specimen to carry out your plan."

"The citizens of Kandor are under my protection," said Kimda, voice steady, still eerily calm. "If you intend on harming the girl, you will do so over my corpse."

"So be it, traitor."

Everything after that happened much too fast for Lyla to keep up with. One moment she was held firm by The Eradicator, the next she had been freed and was on the other side of the room. She felt disoriented as if she had just switched bodies again, but she was still in her own. In front of her was J'onn, who, with his eyes glowing red, looked both demonic and heroic at the same time. In the back of her mind, she was thinking about Kimda though. He knew. Somehow he knew what she really was. And he planned to use her to… what? To help clone more Empireth?

The Eradicator stared at J'onn emotionlessly. It raised it's hand, holding the palm up and Lyla watched as a bright glow surfaced there. J'onn's body tensed, but before the two launched attacks that would probably kill everyone in the room, a female Lyla did not recognise charged in – at a guess, it was probably Raya. Certainly she was not dressed like anyone from the C.P.C. The place was getting crowded.

"J'onn, we can't do this here!" Raya shouted. As a powerful blast shot from The Eradicator's hand, Lyla ducked down behind J'onn, hoping against hope that he might be able to shield her. Kimda and Raya both recoiled, but before the blast hit a dazzling white light engulfed them all.

Lyla had no time to wonder what had happened; all she knew was that the familiar surroundings of the C.P.C ward had faded away. She felt the cold keenly before her eyes registered where they had wound up. They were inside a palace made out of ice. Lyla recognised it from when she'd been here with Lana; the crystals here were native to Krypton, but this structure didn't look like anything on Kandor outside of what she'd seen in the Kryptonian Museum of History. This was Clark's Fortress.

She was on Earth, and in her own body. That was a problem – she knew no Kandorian could survive outside the city for long because of something called the 'Exposure Sickness' that Kimda had mentioned. Though neither she nor Kimda were too worried about that right now.

The Eradicator had been brought here with them.

Clark knew there was no time to waste, regardless of how fast he was. As Lenaria left Lois, he was certain she was about to continue her assault. Holding Chloe tightly he ran through the camp at super-speed, desperately considering his options. He had to get her to a hospital, but he couldn't just abandon the camp. People were dead and dying, and Lana was still unaccounted for. Although it sickened him to leave Pete's body behind, his friend was gone.

You never should have come back, Pete. I'm sorry.

Around him, soldiers were screaming. Some of the higher ranking officers – those that had survived the initial assault anyway – were trying to regroup and launch a counter-attack. Except Clark didn't think they stood a chance. Even with his abilities, he had no idea what was causing the explosions. Lenaria had a hand in it, certainly, but he also knew she was some way from here. It wasn't something she was doing with heat vision, or even her pyrokenesis ability.

Still trying to locate Lana with his super hearing, he managed to find a couple of medics who were treating the wounded. He didn't like leaving Chloe in the camp, but she needed immediate attention. He made clear her connection to General Lane to them, in case they decided non-military personnel were low priority.

"Get in the car, Lana! We have to go!"

Clark turned at the sound of Lex's voice, for a moment expecting him to be standing right next to him. He wasn't of course; he realised Lex and Lana were making a quick retreat from the camp. It looked like Lex had saved her, he thought grimly. Well, all that mattered was that she was safe. Pete wasn't. Chloe wasn't out of the woods. And he hadn't even really come to terms with his father's death yet. In many ways, he thought he never would.

Right now though, more people were in danger. Not one more of them was going to die if he had a say in it. Not one.

With Lana gone, he focused his hearing on trying to find anything that might indicate the source of the problem. He almost had to stop. The screams of soldiers who had lost limbs or been badly burned were almost too much for him to listen to.

"You need to get out of here, sir!" screamed one solider who ran past him. Clark barely even noticed. He was listening to General Lane, who was barking orders at one of the soldiers.

"What the hell are you grinning at, soldier? There's nothing to be smiling about. Men are dead, my daughter is missing, and…"

Acting instinctively, not entirely sure what was bothering him so much yet, Clark ran towards the sound of The General's voice. Not that he was still hearing that voice; once he'd entered into superspeed mode, The General's sentence had stopped completely. His mouth still hung open when Clark arrived on the scene. Other soldiers were grouping round General Lane, but one appeared separate from the rest. He looked to be heading towards the group, and a horrible twisted grin was locked on his face. Maybe his mind had been broken by the horrific scene unfolding around him, but Clark didn't think so.

Catching the soldier at a run, he charged away from General Lane and the soldiers. From their perspective, he would have simply been there one moment and gone the next. Highly suspicious, but at least they wouldn't have seen him, and they were still alive.

888

From his vantage point uphill, Joshua shivered with excitement. He was drooling over the grass, but he hadn't noticed. This was his moment. His only regret was that the explosions weren't bigger. Bigger would have been good. Bigger would have been sweet. He crawled a little closer. There was no need to fear being caught; Lenaria had fixed it so no-one would see or hear him. The only reason to fear getting too close was that he might get caught in one of the KA-BOOOOOMS.

He giggled, but it cut short. It had been quiet down there for too long. By his count, there were still three KA-BOOOOMS left. Had something gone wrong? Had he done something wrong when he turned the soldiers into walking explosives? He shivered again, and not with excitement this time. Besides his own disappointment, there was also Lenaria to consider. She might not like that at all. He wondered what would happen if he used his gift on her. The thought of a Goddess exploding made him feel strangely aroused.

To his left, two figures blurred into view. He rolled over, panicked beyond belief, thinking that Lenaria must have read his thoughts, his THOUGHTS, and now she was here, she was pssed, she was…

She wasn't here. That was a great relief, at least until he saw one of the bombs pinned under some guy.

"Hey! HEY" he screamed, getting to his feet, waving his arms frantically. The guy didn't acknowledge Joshua at all. A chill crept up Joshua's spine. No-one could SEE or HEAR him. He span round and was beginning to run when he got a very personal experience of a KA-BOOOOOM that blew him right out of his shoes.

888

No matter how many times Lex assured Lana she was safe in The Luthor Mansion, she didn't believe it. This was the last place she wanted to be right now. Lex had given her a drink to settle her nerves; she'd drunk it apprehensively, secretly fearing it could be drugged or something. Lex had smiled reassuringly at her, as if reading her thoughts, and told her how sorry he was about Chloe and Pete.

"I know we didn't exactly get along," Lex said. "But the truth is I admired both of them very much. Chloe in particular, I suppose. They didn't deserve an end like that. Lana, if you have any idea what happened, you should tell me."

"I don't, Lex," said Lana, wiping tears as Lex handed her a tissue. "I don't have any idea."

"I'm just glad Clark wasn't there," said Lex. He tried to gauge her reaction carefully, she knew, but she was too upset about Pete and Chloe for her face to betray anything about Clark. Still, she had to learn exactly how much Lex knew. If he knew Clark's secret, then she could shortly be losing Clark as well. It was him she wished were here now. Oh God, she had to try and get a hold of him before he got back to the camp.

"I'll try and call him," said Lana breathlessly. "I need to tell him what's happened before he sees it for himself."

"I'll give you some time alone," said Lex. "I'll have a room prepared for you; please just make yourself at home. I know how hard this must be for you Lana, but I'm here for you. Anything you need, you only have to ask."

Lana nodded dully. Inside, she felt completely, irrevocably broken. Pete and Chloe were dead. Nell was still missing along with the rest of Metropolis. Clark had run off to try and save the world, and hadn't been heard from since. And even if he came back, they still had Lenaria and maybe now issues with Lex to deal with. She tried his phone, but there was no answer. She felt very alone, and very, very scared.

Lex came and went. He appeared to be very busy; all Lana really picked up was that he was planning some trip somewhere, but he assured her he wasn't going anywhere while she needed him.

"I know I'm no Clark, but until he gets back, you can trust me to look after you," said Lex. Although she wasn't entirely sure she could trust Lex's motives when it came to Clark, she realised she did believe he would look after her. After all, he had taken a bullet for her right here in the mansion, and tried to shield her from one of the explosions at the military camp.

"Lex," said Lana, raising her eyes from the floor to meet his. "When we spoke on the phone, you said you knew something about what was going on. What was it you came to tell me?"

Lex gave her a weary smile, taking her hand in his. When he did, she realised something was missing; the engagement ring from her finger. She had taken it off at the camp so that Lex wouldn't see it, and now it was lost. Still, it was just a ring. Pete and Chloe were irreplaceable. It seemed impossible to think that she would never get to hear their voices again; never see Chloe's beautiful smile or be able to share a joke with Pete.

"It can wait until morning, Lana," said Lex quietly. "You've had a very difficult day. The best thing you can do now is to get some rest. I'll show you to your room."

Lana didn't see how she could possibly sleep until she knew Clark was safe and well, but actually she DID feel tired. It looked like Lex had given her something after all, to help her sleep. Before she knew it, she was tucked up in bed, sleeping peacefully, dreaming of Clark taking her to the skies.


	22. Interlude

Locked away in another hotel room, Lenaria shook with barely controlled anger and, also, with the effort of what she was attempting to do. The attack on the military camp had been much less successful than she had intended. She knew now that the bitch Sullivan had survived; she was hurt, but the job wasn't done. Joshua, however, was dead, though that was no real loss. That boy's mind had disturbed her, and she had no real affection for him as she had her true knights. The worst thing, in Lenaria's eyes, was the fact that she had been made a fool of. She had been deceived. She was sure now that the Martian had been nowhere around, despite Clark's threats. Of course not; Clark had merely manipulated her. If the Manhunter had been monitoring the area, Clark would have wanted her to use her powers so that J'onn could find her. He would have kept quiet about it, wanting her to slip.

Well, Lenaria would not be made a fool of. When she had finally managed to take Clark's powers, she had firmly expected she would never feel fear again. And yet, even before Clark had miraculously escaped Warworld, she had, had felt it like a stone in her stomach, even though it was completely irrational. It was holding her back. She should have already achieved her victory; she was more powerful than Clark, FAR more powerful. J'onn was trickier, but she had plans for dealing with him.

The ring still wasn't working. She took it from her finger and inspected it closely, feeling no different with it off. The red meteor rock in the class ring affected Kryptonians differently from green, she knew. While green weakened them, red affected their mind. Placing it back on, she again tried to use her telepathic cells to make the ring work for her. Since Clark's Kryptonian DNA was stored there, it should be perfectly possible for the ring to affect her if she drew it out. When Clark had worn it, he had changed in a lot of ways. She'd seen that when she absorbed his memories. The change for her would be less dramatic, since she didn't repress emotions the way Clark did, but she was convinced there would be one key change. The fear would finally be gone.

She closed her eyes and let her mind drift. She'd felt fear often before she met Mongul, but that creature had brought new meaning to the word. He had taught her many lessons in it as he attempted to break her will, and she had watched as other slaves gave themselves to him totally. Dreams of escaping faded, until the slaves could not so much as imagine a life off of Warworld. They went from pleasing him to survive to pleasing him in order to, well, please him.

Lenaria's will had not been broken. She had spent almost two decades in servitude to Mongul, in one form or another, but she had retained the belief that she would one day be free of him. It had taken Clark, of all people, to completely offer her that freedom. It was almost funny. Many times Lenaria had thought of getting Mongul alone and using her Empireth talent to steal his strength, but she had never dared. It would have meant death for her. Even if she had gotten the opportunity, absorbing powers meant absorbing memories as well. She had no desire to ever see the mind of a creature like Mongul. It would have driven her insane.

Early on after their capture, Lenaria had convinced one of the other Empireth, named Cydane, to attempt stealing Mongul's strength. With that, Cydane could have helped them escape. While Lenaria had been preparing one of the gladiators for their next match, Mongul summoned her. Lenaria barely made it to his throne room under her own power, convinced Cydane had failed and she had been found out. When she entered, however, Mongul barely even acknowledged her presence.

"Even a race with such potential as yours," Mongul told Cydane, "should not set their sights too high."

With that, Mongul had her shot. By this time Lenaria already knew he possessed weapons strong enough to turn the most powerful creature to ash, but that wasn't what was used. Instead a pulse rifle tore a hole through her gut. Cydane had lain there, writhing, and the worst part, the worst part was that she was trying to cram her intestines back into her body.

Lenaria had almost thrown up. And then Cydane's eyes had rested on her, seeming to plea for her to help.

Lenaria spat on her.

That was a defining moment for her. It was the first time she really began to understand just how far she would go to secure her own survival. There was nothing she would not have done, nothing at all, to convince Mongul she had played no part in this betrayal. To ensure that Lenaria was not the one lying there fumbling with her own insides. Cydane had been her friend, but Lenaria would have shot her herself if necessary. She had cried for days afterwards, when no-one was there to see, but in time, her grief faded. She hadn't forced Cydane into anything, after all. It was her own fault; Lenaria could not be blamed.

After so many years of torment, she was finally close to victory. She had not endured for so long to fail now.

Suddenly screwing her eyes tight shut, she squealed and yanked the ring from her finger, hurling it across the room. She was breathless, her chest tight with panic. What had she been thinking? With that ring, she might think she could take on anything, even something as powerful as Mongul. Not to mention vulnerability to the red meant vulnerability to the green. Someone might manage to exploit it, be it Clark or even Lex. Madness to take such a risk. Madness. Six long years on Earth had been spent waiting carefully for the right time to strike. Everything would not be thrown away in a moment of fury. Let others, such as poor Joshua, take risks. Lenaria would not.

The real way to eliminate fear was obvious; remove those who threatened her. Let Lex get her ace-in-the-hole from The Fortress, and let him handle Clark. The former friends were often at each others throats now anyway, and all Lenaria had to do was act as a catalyst. She had big plans for Lex. Oh, eventually he would have to die; he was no knight, and his own ruthless ambition would see him plotting Lenaria's downfall much as she had plotted Mongul's. The thought actually made her feel sad – she had no real allies left, none she cared for as she had her knights. She would have to find those who truly cared for her, those she could trust. There would be no shortage, surely. Not when Lenaria could cure any ailment. Not when she offered utopia.

She found herself thinking of Lyla, and how the girl had tried to protect her from Clark. She wondered where the other Empireth was now. Still in Lana's mind? Back on Kandor? Lenaria would have liked to meet her again. She could be a useful ally, and possible friend… maybe even a daughter-figure. So long as the girl realised she was not Lenaria's equal, of course.

A knock on the door snapped her out of her thoughts. She fingered her silver necklace apprehensively, disguising herself in case whoever was there recognised her as Lenaria. After recent events she wanted peace. Her eye caught the discarded red-k ring, and she felt a bizarre combination of relief and longing.

"What is it? I'm busy right now," she called.

"Have you seen the news? It's a miracle. She did it! Lenaria's actually done it!"

Lenaria frowned. What was he talking about?

"The cities!" the man outside cried. With her x-ray vision, she saw him actually jumping for joy outside the door. "The cities are back! Lenaria's done it!"

888

It was some time before Clark made it to The Luthor Mansion, since he hadn't been able to leave Chloe's side once he'd gotten her to the hospital. He'd been too afraid that Lenaria might show up to finish the job. He'd managed to get in touch with Lex by phone, who had icily told him that Lana was fine, but resting, and could not be disturbed. Clark had slammed the phone back with barely controlled anger. He knew she needed him, and right now he needed her as well. His hands trembled and his mouth felt dry. All he'd been able to do was watch as the remaining 'bombs' had exploded. Well, that and make sure that when they did, they didn't hurt anyone else. It had sickened him, watching their twisted grins and blank eyes, knowing there was nothing he could do to change their fate. He'd been completely powerless.

He'd finally managed to leave the hospital after using the small cube J'onn had given him to summon Brainiac. Once he'd heard the cities were restored (there had been a great deal of celebration even here) he knew he had a chance to get away. He felt a moment's satisfaction for the role he had played in their restoration which was quickly destroyed when he heard about the numbers who had been killed in panic. Not to mention the fact that Lenaria was taking credit for bringing them back. Once Brainiac arrived, he pushed those thoughts aside. He didn't like leaving Chloe in the hands of one of his former enemies, and a machine at that, but Brainiac had proven himself by now. Besides, he had one advantage Clark lacked, since he couldn't be controlled by Lenaria. Chloe was safer with Fine than with himself, he thought.

Lana was still sleeping when he arrived. She looked at peace, and he gently caressed her cheek with his hand. He'd tried not to disturb her, but moments later she moaned and opened her eyes.

"Clark," she muttered dully, before snapping awake with a jerk. "Clark!"

She wrapped her arms around his neck, using his shoulder as a pillow.

"It's okay, Lana. I'm here now."

"Oh God… did you see? It was so awful… Chloe and Pete…"

"Chloe's alive," said Clark, holding Lana tight as her body shook. "I got her to the hospital. Doctors say she's out of danger. I think Pete saved her."

Tears still fresh on her cheeks, Lana pulled away from him slightly and began laughing. For a moment Clark was very concerned; he thought the ordeal might have pushed her completely over the edge. Then he realised she was only showing relief. She had been mourning Chloe for hours, and now she found out her friend was alive. Her relief didn't last long though; she quickly began sombre once more, even looking a little guilty at showing any happiness when Pete was dead. The image of Pete's fried corpse had hardly left Clark's mind.

"She's not out of danger though," said Lana, finally. "None of us are, not while Lenaria is still out there."

"I know," said Clark. "That's why I have to end it. I still have the dagger Jor-El gave me. This time I'm not going to hold back."

He was amazed at how calm, how detached he sounded. He thought he reminded himself of someone, but wasn't at first sure who. Then he realised – he sounded like Jor-El. When he'd first considered that he might have to kill Lenaria, it had been an emotional response to her crimes. Now, it was just a simple fact to him, the only logical conclusion he could come to. With the armour broken, he had no way to get her back to The Fortress and into The Phantom Zone. The dagger was his only chance. The problem was that now Lenaria knew about it, she wouldn't be caught so easily.

"Clark," said Lana quietly. "I know there might not be any other way, but…"

"You can't seriously expect me to let her live now, Lana. Not after everything she's done."

"I'm not saying this for her sake! I'm saying it for yours," she said, eyes shimmering as another tear escaped. Her eyes looked red and sore. "If you murder her, it'll change you, Clark. Your parents would tell you the same thing if they were here."

Clark's eyes widened as he realised Lana wouldn't know about the cities yet.

"Actually, my mom is back. I spoke to her not too long ago. Metropolis looks like…" said Clark, trailing off as he realised he been about to say 'like a lot of bombs went off in it'. "Well, a lot of the city's been torn up. I checked though, and Nell and Dean are safe. Mom was lucky; she was holed up with Lionel in the Luthorcorp building, so she was as safe as it gets."

"You did it," whispered Lana, looking at him reverentially. Clark felt a little embarrassed. "You're amazing. All of them are back?"

"Yeah, London and Gotham as well. I heard the riots were pretty bad in Gotham for awhile, but apparently Batman and well, his sidekick I guess, managed to stop the worst of it. A lot of people are dead though."

Lana touched his arm with surprising firmness.

"I know you did everything you could."

He managed a slight nod.

"Right now I need to try and get on Lenaria's trail, if I can. I might be best going to The Fortress and seeing if there's any word on J'onn. Without him shielding my mind I don't stand a chance against her."

He didn't add that he felt he had little chance anyway; one of the big advantages he'd had before was that despite her incredible number of powers, her experience and ability at using most of them was limited. Judging by her showing in The Fortress, however, it looked like she was getting better. She'd managed quite successfully to use some form of telekinesis; not to mention the fact that she'd developed one of his own abilities, ice breath, before he had. He knew it was a Kryptonian ability since he'd previously seen Zod use it. Hopefully she still hadn't mastered flight. It wasn't like he could rely on J'onn for much more than shielding his mind either – if he got close, Lenaria would use his fire weakness to incapacitate him. At which point Clark would become vulnerable to her control…

"Right now, the safest place for you to be is with Chloe at the hospital," said Clark. "Brainiac is there with her now, in disguise in case Lenaria shows up. If she does, he can hopefully catch her off guard and that'll be the end of the problem. We could try and hide you away somewhere again, but Lenaria still managed to find you last time. I think it's best you're with someone who can protect you."

"All right, Clark, if that's what you think is best," said Lana, nodding with conviction. Clark felt a knot in his stomach. It seemed crazy that Lana still put that much faith in him. His judgement had gotten Pete killed.

"Lana, if you don't agree, just say so. I thought I knew what I was doing last time, and Pete died because of my decision. You and Chloe almost…"

Lana kissed him gently, putting a finger against his lips.

"You can't live like Lenaria, Clark, living your whole life in fear. She has the power, but she can't make the tough choices. You can. That's the difference. She may have the world thinking she can save them, but you and I know better. If I'm going to put my faith in anybody, it's you."

"Thanks…" said Clark, noticing her hand. "Your ring…"

"I uh, took it off when Lex came to the camp. After what happened before, when he found out we were getting married, I wasn't ready for him to know. Once the camp came under attack I never had a chance to find it. I'm so sorry, Clark, I know it must have cost you…"

She cut off abruptly as Clark smiled.

"I'm not worried about that. Not a bit," he said, pushing her hair back from her eyes. Wiping her tears for her. "You're talking to a guy who can turn coal into diamonds. I can get you another ring."

"I'll look forward to it," said Lana, resting her head on the pillow. The poor girl looked plain worn out. "You'd better go, Clark. A lot of people are counting on you."

Instead of leaving, Clark lay down next to her, kissing her cheek.

"I don't think anyone's in any immediate danger. The only people Lenaria wants to hurt right now is us, and I think she's going to be too busy basking in her imaginary glory to come after us right away. It'll probably be a while before J'onn gets back anyway. I'll go soon, but first I have to take care of you."

"Clark… thanks. I-I know it's selfish. But right now I think I need someone to cry with."

"Hey," said Clark, holding her tightly. "That's what I'm here for."


	23. Emissary

Although Lana tried to convince him to go straight to The Fortress, Clark insisted on accompanying her to the hospital. There was no way he was leaving her unprotected until Lenaria was dealt with.

"Besides," he explained as he drove her. "I want to check in on Chloe anyway."

"I can't wait to see her," said Lana, who was absently stroking his leg. "For awhile there I never thought I'd get to speak to her again. I guess I've kind of taken Chloe for granted. You said you thought Pete saved her?"

Clark nodded. "Yeah, it looked like he gave Chloe just enough time to put some distance between her and the… soldier."

Clark winced at the memory of the soldiers' bodies exploding. He'd ran through every scenario he could think of to try and help, but it had been no use. He could have gotten them to a hospital… trouble was, they would have exploded before he'd even had time to explain. It was impossible to forgive his own uselessness. Pushing the haunting images aside as best he could, he turned his thoughts to his friend. He knew Pete had been in love with Chloe, though it was something they never really talked about. Clark, in fact, had been surprised when he finally found out. Well, now Pete had died protecting her, and Clark wasn't about to let that be for nothing. Don't worry, Pete – I'll take care of her from here.

"I still can't believe Lenaria was willing to throw those people's lives away just to get to us. Though I guess nothing she does should surprise me anymore."

"It's good that Lex was there to help you," said Clark as he drove into the parking lot. "When I got there I spent so long trying to find you, until I heard Lex getting you out of there. I was really worried."

Lana smiled and touched him gently.

The doctor was with Chloe when Clark and Lana went in, so they were forced to wait outside her room. It was frustrating, but they were advised that Chloe had woken up and was asking for them. Clark wondered if she knew what had happened to Pete. Both he and Lana sat in silence, concerned about Chloe, but also, on Clark's part, trying to plan the next move. His intention had been to wait for J'onn then try and track Lenaria down; yet even supposing they could find her, she knew both their weaknesses.

It felt like that old puzzle they give kids to solve, the one with the fox, grain and hen that had to get to the other side of a stream. The fox and the hen couldn't swim, and only two of the three could be taken across by boat at one time. You couldn't leave the fox alone with the hen, because the fox would eat the hen. You couldn't leave the hen alone with the grain, because the hen would eat the grain.

His problem was trickier to solve. There were only three people who could realistically go into combat with Lenaria; himself, Brainiac and J'onn. Since he wasn't prepared to leave Chloe and Lana unprotected, only two could go into combat. J'onn could protect him from Lenaria's control, but Lenaria needed only to wave a piece of Kryptonite in Clark's direction and use her pyrokensis (or even heat vision) and both of them were gone in record time. If he left J'onn here and went with Brainiac, they might have a better chance. Brainiac just didn't have any obvious weaknesses like that. The problem being Lenaria could simply seize control of Clark; she had already proven she was physically more than Brainiac could handle, and he stood no chance if he was fighting on Lenaria's side as well. A team of Brainiac and J'onn stood the best chance in a straight confrontation with Lenaria, but left him totally vulnerable if The Empireth showed up here. She would take control of his mind and then… then the fox ate the hens.

What was he supposed to do, when the only way he could find to win was to leave his fiancée and best friend unprotected?

888

Lyla crept back slowly as J'onn and the two Kryptonians moved cautiously towards The Eradicator. J'onn had told her that a battle between himself and the machine could potentially destroy the whole city of Kandor, and if that was true, she was in a lot of trouble in such a tight space. There wasn't anything she could do to help the three of them, but she had to make sure Pendar was alright. He too, had been brought here when J'onn activated the crystal, and he was still off his feet after being struck by The Eradicator.

"What is this place? Is this Krypton?" asked The Eradicator, touching the wall of Clark's Fortress with something approaching affection.

"I'm afraid Krypton is dead," said J'onn. "This is Earth."

"Krypton is not dead," said The Eradicator sharply. "So long as I live, Krypton shall persevere."

"I hate to tell you," said Raya, showing no fear. "But since we are on Earth… we're not at your mercy anymore. There's no way you can beat all three of us."

"So you would side with the traitor," said The Eradicator, looking around The Fortress with child-like wonder. The look on his face did not match his tone. "Very well. I can see that, while this may not be Krypton, this is a Kryptonian construct. I should very much like to see the knowledge stored within these walls for myself. Earth… yes, I know of this place. This structure… it was meant for me. I know it. I feel it."

"It was meant for the House of El," said Raya, raising her voice. "It was meant for Jor-El's son."

Titling his head, looking at Raya curiously, The Eradicator raised his hand. At first Lyla assumed it was in preparation for another attack, but instead the target seemed to be the Fortress' main console.

"Show me," said The Eradicator. The next thing she knew, The Eradicator became encased in a beam of light, Kryptonian writings surrounding him.

"Now's our chance," said Kimda, but before he could move, J'onn began to scream. Lyla suddenly saw the source of his pain; somehow, while they were talking, a strange black liquid had attached itself to J'onn's foot. The two Kryptonian's held off their attacks. Raya immediately appeared by J'onn's side, trying to help him while Kimda scanned the Fortress for any more of the liquid.

"Don't touch it!" he ordered sharply as Raya moved to try and wipe it off. "I'll help him. You take care of The Eradicator. Protect Lyla and Pendar."

Lyla was surprised when Raya didn't argue. Although she was concerned for J'onn, she had to hope Kimda knew what he was doing. She knelt by Pendar's side, cradling his head gently, greatly relieved she could still sense his mind. Her relief was cut short, however, as she felt a terrible anger there. Anger directed at her.

His eyelids flickered open.

"Don't touch me!" he screamed, pushing her backwards. She lost her footing, gasping with surprise, landing hard on her back. Pendar got to his feet, showing no concern for her whatsoever. She didn't need to sense his mind to feel his anger now; she could see it plainly written on his face. It disappeared only as he realised what was going on around him.

J'onn was still screaming as Kimda instructed him to stay still. Taking a deep breath before exhaling, icy crystals began forming around the Martian's foot. The viscous substance slowly began to retreat as Kimda made continued use of his ice breath. While this was going on, the light around The Eradicator faded. Not only that, but the whole Fortress began to grow dark. It was dying, Lyla realised. The Eradicator, screaming in triumph, fled the place with Raya in pursuit.

Pendar's fist struck her cheek. She was caught totally off guard, her head snapping to one side as she fell over and struck the ground. She hadn't yet managed to recover her senses when he leapt on her, pinning her down and screaming something she couldn't hear, at least not until the world came back into focus.

"You took my friend! You took my friend, youtookmyfriend!"

Fist raised ready to strike her, Pendar suddenly froze in place. Even though she had taken control, Lyla still screwed up her eyes in anticipation of an attack.

"You have him," said Kimda, touching her shoulder. She opened her eyes to see The Sergeant looking at her with a weary smile. "I'm… sorry he found out like that. I guess we couldn't have expected anything else."

Kimda slumped to the floor in a strangely child-like move, rubbing his forehead before pinching the bridge of his nose. Lyla wasn't sure what to make of him anymore. How long had he known she was an Empireth, and why exactly had he kept the knowledge to himself? From what she'd heard, it seemed he intended on using her to clone more of her people.

"Where are J'onn and Raya?"

"Both left in pursuit of The Eradicator," said Kimda, looking around as an eerie red light illuminated the walls of The Fortress. "It has absorbed most of the energy from this Fortress."

Lyla gave a start as he leapt quickly to his feet. She looked at Pendar, who was standing as still as a statue, staring blankly in front of him. It had been necessary for her to shut his mind down very quickly; she hoped she hadn't done any permanent damage to him. She couldn't blame him for being angry with her, for hating her. Yet, unfair though it was, a part of her felt angry too. She wasn't sure what she was supposed to do. Alter his memories so that she could have her friend back? Or leave him with the truth, and be left even more alone than ever?

"It's not easy, is it?" asked Kimda, looking at her briefly before returning to the task at hand. "Looking someone in the eye after lying to them for so long. I guess we're both finding out how that feels. He didn't hurt you too badly, did he?"

"Concerned that your specimen might be damaged?" asked Lyla, eyes narrow.

"I was concerned for your well-being for it's own sake, believe it or not," said Kimda, seemingly ignoring the underlying threat her tone implied. "We have bigger problems than my plans for your race."

"Are we in danger?" she asked, moving to behind his shoulder. His hands swept over the main console in a blur.

"Not immediately. However, with the excess power it took from this place, The Eradicator is a real threat. I was such a fool to think that… Well, anyone can make a mistake. It's how we fix them that matters. Jor-El, can you hear me?"

They both waited apprehensively, but there was no response. Lyla looked at Kimda from the corner of her eye. If Jor-El was gone, then there was no way for them to get back home. If what she'd heard about the exposure sickness was true, both of them would be dead within hours. How long before they started feeling the effects?

"No use," said Kimda, rubbing a finger across his lip. "Hmm… it looks like some kind of signal was sent from here at the same time The Eradicator joined with The Fortress. If I can pinpoint it's location…"

"Joined with The Fortress?"

"Hmm? Oh, right. The Eradicator didn't just get a power boost from this place. It absorbed all of the wisdom of The Kryptonians that is stored within these walls. Believe me, there's a lot more in this place than in The Kryptonian Museum of History on Kandor – or there was, at any rate. However, if my theory is correct, then Jor-El's essence left The Fortress before it could be absorbed as well. The question is, where could it have gone?"

888

The President himself could not have arranged something like this, thought Lex as more reporters were escorted to their seats. This, one way or another, was a moment in history, and he would be remembered as the one at the centre of it all. His own words would be taught to school kids hundreds of years from now. How would he be remembered, he wondered as he prepared to take the podium. The only definite answer he had to that was that he would not be remembered as a pawn in some alien's game. Lenaria was powerful; she really wasn't so far from what she claimed, godhood. However, Lex knew she had some weakness. The armour that Brainiac had first given and then stolen from him. That told Lex that she could be defeated. His team had had only limited time to study the armour, and they all agreed on one point: it was impossible for them to recreate. That meant his only options were to either find the original sample, or to find some other way. The armour told him one thing: The Empireth had limits. Brainiac had found a way to reign her in; now it was up to Lex Luthor to find another.

Humanity always found a way. Billions of years from now when the sun died, Lex had no doubt that humanity would find a way to survive, even if only on colonies on planets light years away. They were a species designed to survive, to adapt, and the only things they really needed to solve problems were time and money. Now that Metropolis was back, Lex had money again, and as long as Lenaria believed he was loyal, he had time. Lex Luthor always found a way, even if he had to think outside the box.

"Ladies and gentleman, I'm glad to see so many of you were able to make it," he said, taking his position and scanning the crowd. Soldiers were scattered throughout the room, faces blank as stone, though Lex knew they were paying close attention to every last piece of movement. As extra protection, some of the 'reporters' were really members of 33.1, standing by just in-case. "We can all agree it's been a very news-worthy few days, and we're all still trying to come to terms with everything that's happened. Many of you will be surprised by what I'm going to tell you today, especially in light of some of my earlier, on the record, comments."

He waited as various cameras went off in his direction, capturing a quiet dignity written across his face.

"Everything has changed. I once told a friend of mine that anything lost can be found again. In the past twenty-four hours, three cities that were taken by the creature known as Brainiac have been reclaimed. Although Lenaria herself has not spoken to you since, it was assumed that it was her who defeated Brainiac and restored them. I can confirm that this is true. Lenaria, at great risk to herself, defeated our enemy and used her great power to return the people to us. We as a society are in her debt. I, personally, am also grateful, for the safe return of those people; among them, as I'm sure you know, are many of my employee's - who are like family - and indeed my own father.

Now I know that I have been critical of Lenaria in the past. I know that I warned that we were being too quick to trust someone we knew nothing about. When she had freed the cities, Lenaria came to me. She told me that she understood my fears, that power such as hers could lead to a great capacity for evil. She said that it was good that I questioned, and all that she wanted was a chance to prove herself to us. To that end, she has chosen me to be her emissary."

Lex's voice cracked with false emotion as the whole room came to life, a babble of questions being fired at him. He raised his hands for silence, waiting patiently for it to come. He wondered if his father were watching this. It would have been worth anything to see the expression on his face right now.

"I was honoured to accept this position. However, there is a reason why Lenaria herself has not appeared in public since her victory over Brainiac. Such a great battle has weakened her, and she needs time to recover before her next endeavour. It is with regret that I must inform you that there is another alien walking among us - and this one poses a greater threat than even Brainiac."


	24. Exposure

With one touch, she could become stronger than she'd ever dreamed.

Kimda, oblivious to her thoughts, continued arranging the crystals in the main console; if he was achieving something, he wasn't sharing. Lyla licked her lips, hand reaching out gingerly. On Kandor, she had always relied on her father for protection. It was true also that one of the things that appealed to her about Clark was his role as protector. Yet if she had that kind of strength for herself, she wouldn't need to look to anyone else for help like that. Her head was still pounding from Pendar's assault; she wouldn't have to worry about anything like that again.

Except, of course, she quickly realised - once she was back on Kandor, she'd lose all of those Kryptonian powers. Even if she decided she wanted to stay here on Earth, Kryptonian abilities wouldn't protect her from the exposure sickness. She wasn't sure if it might slow the effects down, but it would still surely kill her and Kimda both. Lowering her hand, she gave the still immobile Pendar a worried glance before standing next to Kimda.

"How long do we have?" she asked in a whisper.

"We'll start showing symptoms before too long, but they'll be manageable for a few hours yet, I think."

"And after that?"

Kimda hesitated, so she repeated the question.

"We'll both be dead before the sun sets. Don't worry; we'll both be safely back home before that happens."

"What are the symptoms?" asked Lyla, not feeling reassured at all. She wished Clark were here instead of Kimda. Even his presence would make her feel safer. At the very least, Clark didn't want her as some lab rat.

"In the early stages: nausea, nosebleeds, that kind of thing," said Kimda, in a tone that suggested he was being distracted. "Like I said, we won't need to worry about the later stages. I just need to use what little power is left here to track Jor-El."

"And then all we need to do is find some way to re-power The Fortress," said Lyla miserably. Kimda's shoulders slumped over the console. He turned to look at her, a weird glint in his eyes, placing a hand on her arm. She shrugged it off, remembering how close she had come to touching him herself, and stealing his powers. She could have done so much with abilities like that, she could help people the way Clark did.

"Hey, there's no need to worry. I'm going to take care of you," said Kimda gently.

"Shouldn't you be trying to help J'onn and Raya?"

"I lost track of them a while back, so I'm afraid they're on their own. They know what they're doing. Raya warned me about The Eradicator; I was just too arrogant to listen. If he had turned against me earlier… well, the consequences to Kandor would have been catastrophic. I wonder if that's why Jor-El sent her. I guess he doesn't consider me any better for Kandor than Preus."

"I thought the two of you used to be friends? You and Jor-El, I mean. Not Preus."

"You might be surprised with Preus," smiled Kimda sadly. "I used to consider him a very noble man, a long time ago, before I saw another side to him. As for Jor-El… most Kryptonians considered me rather an… outsider. Kryptonians can be very set in their ways, but I preferred thinking outside the box. Jor-El considered that to be an asset, but much of the council considered it to be not conductive to The Kryptonian way of thinking. Problem was, most of my ideas were rejected or ridiculed, while Jor-El became one of the most revered Kryptonians who ever lived. I always knew I should be able to rise above it, but the truth is…"

"It wasn't really you, though, was it?" asked Lyla thoughtfully. "Empireth are always taught that there's a difference between the soul and memory. We can absorb someone's memories, but not their souls."

She flinched with surprise as Kimda laughed.

"Soul?" he said, almost bending over with laughter. Composing himself, he looked at her with an expression that was difficult to read. "You consider me to be without a soul?"

"I'm not going to let you run your experiments on me," she said. "This is your only warning."

"The warning is heard," said Kimda in a neutral tone. Lyla knew by now that Kimda was not one to betray his emotions. His mind, however, was open to her, and she could sense anger there. He had a tight reign on it - his self control impressed her – but it was there nonetheless.

"So what do we do now?"

"I can't find Jor-El's exact location, but I believe he has transferred his essence into some kind of vessel. If we can find Kal-El, I think he might be able to help us."

Kimda might have a tight control of his emotions, but Lyla did not, and she could not stop delight appearing in her eyes at mention of Clark.

"What about Pendar? We can't just leave him here. His people have some resistance to cold, but…"

"I'll find somewhere safe to leave him and then come back for you. Fortunately for us, I can cover a lot of ground very quickly. Problem is though, I have no idea where we might find Kal-El."

"He lives in some place called Smallville, on a farm," she said, excited for a moment at the thought of seeing him. Quickly, however, the worry over the exposure sickness killed that happiness completely. Kimda looked at her with concern.

Her nose was bleeding.

888

While Clark ran through his limited options for dealing with Lenaria, Lana picked up a newspaper that was sitting on the table in the waiting area. The whole place was deserted, something that felt slightly creepy despite being a positive sign. New patients were being brought in, but with Lenaria having healed so many, the doctors weren't exactly struggling to cope. To her disgust, she noticed a board on the wall had been peppered with photos of Lenaria taken with patients she'd helped. Just seeing her face was enough to make Lana's blood boil.

The paper wasn't much better, as almost every story had some reference to Lenaria in it, even if the link was tenuous. It made her sick that she got the credit for saving the cities while Clark got nothing. Not that he'd done it for a reward or anything, but…

Only one story looked promising, one where witnesses from Gotham claimed that they had been attacked by Lenaria, only to be rescued by someone who moved faster than they could see. Her hopes that people might begin to see through Lenaria's façade quickly faded, however, as the popular theory was that the attack had been part of a plot by Brainiac to discredit her. It looked like people really wanted to believe that The Empireth was here to help them. It was sad, she thought, that Earth was looking to her for a hero when it had Clark. She was lucky she knew that.

Before too long they were allowed in to see Chloe. Lana was worried not just about Chloe's injuries, but also about her state of mind. Lana had been a complete wreck since the attack on the base, and only thanks to Lex and more importantly Clark had she been able to even begin pulling herself back together. She was very concerned about what her friend must be going through.

"Chloe, I'm so glad you're alright," said Clark, immediately taking her hand and looking at her with affection. Once, that look might have made Lana envious, but not here. "I'm so sorry I wasn't there."

"Do you want to tell him it's not his fault?" asked Chloe. She was aiming for levity, but it sounded forced, and her voice was weak. Lana could see she'd been crying, and was vaguely aware that she was now joining in.

"Do you know? About Pete?" asked Lana gently. The blonde nodded. There were visible burns on her face; they were no laughing matter, but she'd still been very lucky.

"Yeah," replied Chloe. "He… he bought me just enough time to get away. He saved my life. Did… did you… see?"

"Yeah," whispered Clark. "I saw. His body was still in one piece. He's still… recognisable. His family know. I don't know how the military explained it to them, but they know."

"Clark," said Chloe, taking deep breaths. "I need to get out of here. Please?"

"Chloe, you know I want to help, but you're still hurt, and…"

"Can't you just call Brainiac and have him fix me up or something?"

"Well, I have him on guard duty here somewhere, but it'd look suspicious if…"

Chloe grabbed his arm.

"Clark, every single person in this place just got miraculously healed and walked out. I don't think they're going to look too far for an explanation."

"While it would be a pleasure to help you, Miss Sullivan, we have two urgent matters that have just come to my attention."

A doctor had just walked into the room, looking a rather unassuming figure; bald, large glasses, thick beard. Of course, Lana realised, Brainiac was a shapeshifter. This form might be less pleasant to the eye than Milton Fine, but of course he'd be in disguise to catch any troublemakers off guard. Clark turned and asked the machine what he meant. Brainiac lifted a remote and turned on the television in the room.

"…we as a society are in her debt…"

Lana gasped as she saw Lex. She'd been with him just hours ago, and now here he was giving some kind of press conference… and he was speaking praise for Lenaria.

"This was recorded earlier this morning at an undisclosed location," said Brainiac. "It has been shown on every major news network around the world."

"To that end, she has chosen me to be her emissary."

"What?" said Clark, standing up and walking closer to the screen. Chloe had to point out he was blocking her view. Lana shared a concerned look with her. What new problem did they have now?

"I was honoured to accept this position," continued Lex. However, there is a reason why Lenaria herself has not appeared in public since her victory over Brainiac. Such a great battle has weakened her, and she needs time to recover before her next endeavour. It is with regret that I must inform you that there is another alien walking among us – and this one poses a greater threat than even Brainiac."

"No…" gasped Clark, sounding fearful. "No, NO!"

"Wait a minute, Clark," said Lana quickly, taking his arm. "If Lex exposed you, why wouldn't the staff here have noticed you the moment you walked in?"

"They must not have had a chance to see it yet," said Clark, eyes darting around everywhere. On the screen, the reporters were going absolutely crazy.

"All I can tell you," said Lex, whose voice barely carried over the noise. "All I can tell you is that Lenaria believes this one has been sent in preparation for an invasion. However… HOWEVER, she assures me that there is no need for panic. She wants each and every one of you to know that Earth is under her personal protection. Our lives are going to continue on as normal. Luthorcorp will be working with her to ensure you safety."

Clark looked as if he wanted to smash the television. Lana tried her best to reassure him, but she also tried to listen carefully. Lex continued on for some time, but gave no specific information about the threat. Nothing that said anything about Clark.

"It's okay, Clark. Your secret is still safe."

"How can you say that?" asked Clark, slumping against the wall. "Lex knows. I don't know why he didn't come out and say my name, but that was all about me."

"Listen to me," said Lana, holding his head up and forcing him to look at her. "We both know Lenaria made him go up there and say those things. Nobody has been more outspoken against her in public than Lex. There's no way he'd turn about so easily. But Clark… he didn't give your name. He didn't betray you. I think he gave just enough information to try and make her happy, but not so much that he told your secret."

"Lana, I really don't…" began Clark, looking at Chloe. Lana knew Chloe probably wouldn't agree with her, but she was convinced she was right.

"Think about it! Lex has done nothing but try to help us. He got shot that time when we were holed up in the Luthor mansion to protect me. He got Kandor back from Brainiac for us, and he saved me again back at the military camp."

"Lex has done nothing but help YOU, Lana, not me. Lex has feelings for you, or he thinks he does. He's always been obsessed with finding out the truth about me. You think now he knows he's just going to start being my friend again? We can't trust him."

"What if I'm right? Don't you see? This could be the chance we've been waiting for. If Lenaria thinks Lex is on her side, we can use that to our advantage. We need to talk to him. If we work together, we can set a trap for Lenaria. Clark, we can finish her for good."


	25. Zugzwang

"Now don't get me wrong, Mr Luthor, I like a big gambler. However, I do have to wonder if you are doing the right thing."

Lex stared at Mikhail coldly from across the desk. He was back home at the mansion, but it was only a brief stop – with everything that had been going on, he still hadn't been able to investigate the mysterious 'Fortress' Lenaria had mentioned. A team was ready and waiting to escort him to the location Lenaria had divulged. Lex felt a little uneasy about the whole thing, but he had to admit he was intrigued. For years he had studied Clark Kent, trying to put together the little pieces of the mystery that surrounded his former friend. Now Lenaria had offered him the truth, but he sensed there might be some other agenda in sending him to this place. It was interesting also that she had clearly indicated she would not be accompanying him. Lex believed there might be something there that could be a danger to him; to that end he was bringing some of his best people along. He wondered though, if there might be something there that was a danger to Lenaria as well…

"But you'll still do as we discussed?"

"Of course," said Mikhail, eyes trailing to the chess set Lex had sitting out. Rather than playing a game, the board was arranged as a puzzle that he was attempting to solve. "I'll get on it right away."

"You should be careful around Lenaria," said Lex as the youth got to his feet. "She knows you tried to control her. I doubt she cared for that one bit."

"Don't concern yourself," smiled Mikhail. "Whatever else she may be, she is still a woman. She enjoys being told how beautiful she is. I am sure she will find me most charming."

"Your insight into the female mind astounds me," said Lex flatly. "I mean it. I can protect Lana from her, but no-one else. You're one of the greatest resources at my disposal. I need you alive."

"As you say," said Mikhail, nodding at him before departing. Mikhail was right; he was taking a big gamble, and a lot depended on the youth. He ran a hand across his scalp wearily, returning his attention to his puzzle in the hope that it might sooth his uncertainty. Not to mention his conscience, such as it was. He couldn't afford to believe he was doing the wrong thing, not when the stakes were so high. He tightened his resolve.

A voice broke his concentration, causing him to drop his knight as he jumped, startled.

"I'm surprised to see you have time to play games, Lex."

Lex leapt to his feet, spinning around to face Lenaria. It was no wonder Clark always got past his security, if he could move half as quick as she could. Her arms were folded across her chest, her mouth tight.

"Lenaria. What can I do for you?" he said, recovering himself. He was certainly forced to make certain… concessions, around the woman (for now), but he was not about to be treated like her lapdog.

"I came to congratulate you on your speech. It was most satisfactory… although I do wonder… why did you refuse to betray your friend? I had thought you would expose him to the world, but clearly, you have something else in mind?"

Lenaria tilted her head to the right, smiling at him. Lex swallowed, uneasy under her gaze.

"The friendship between Clark and I was dead and buried long before I even learned what he really was. Our bargain didn't involve revealing Clark's identity, now did it? I intend to keep my end, so long as you keep yours."

The smile faded from The Empireth's face. She closed her eyes, frowning.

"I do wonder if I've done the right thing, putting this much trust in you, Lex. I mean, I do so enjoy being told how beautiful I am. Maybe it has affected my judgement. I had thought that seeing The Fortress would be something you would judge as a priority. Instead, however, you spend your time playing chess and nursing Lana Lang."

Lex flinched. Lenaria had been keeping a very careful watch on him. The question was, what else did she know?

"Lana is my friend, and she went through a terrible ordeal. I would have gone to this Fortress after she'd left, but I had errands to run for you. My team is getting prepped as we speak. But maybe you'll tell me, since you seem to know so much… who was responsible for the attack on the military camp?"

Lenaria's eyebrows raised in surprise.

"Why do you ask me a question you already know the answer to? You seek to test me? Very well: the one responsible is the boy whose corpse you retrieved near the site. I believe his name is Joshua. You have of course found traces of meteor infection in his body, which gave him the unfortunate ability to turn human beings into bombs," said Lenaria, shuddering. "Most dreadful. It is my deepest regret that I was not there to help those poor people."

It was impossible for her to know all that, Lex thought. How could she know? Was she plucking the information from his mind? The thought was terrifying, and the implications unthinkable. Knowing if he was right, it was already too late, he tried running a song through his mind, hoping he might be able to drown out any wayward thoughts.

"Well, like I said, I'm about to go and check out this place you mentioned. You're more than welcome to come with us, of course…?"

"No, thank you," said Lenaria, as Lex had known she would. There was definitely something about the place she didn't like. He tried to drown the thought out. "There is much I need to attend to. Just remember to keep your end of the bargain."

"I intend to," said Lex, but by the time he had finished, she had already gone.

It was sometime later that he had another unannounced visitor, but this one was rather more prepared for. Lex had half-suspected that he would come here once he heard his speech. He didn't look up from the chessboard until Clark spoke.

"We need to talk, Lex."

888

Before he had left The Fortress with Pendar to find a safe place to leave him, Kimda had blurred away and returned with some tissues. Lyla held one against her nose now, tilting her head back. The bleeding wouldn't stop. Normally a nose bleed was little more than an inconvenience, but this one was an alarming omen of what was to come. Kimda hadn't told her what the later symptoms of the exposure sickness were, and she wasn't sure if that was a good thing or not. It might well be so awful that she didn't want to know, but her mind was doing a pretty good job of coming up with terrible things anyway. She had never thought herself so creative.

She was starting to feel tired as well, but she didn't dare fall asleep. Hopefully Kimda would be back soon so she could get out of here; although she was very wary of The Sergeant, being alone was terrible. She tried to imagine she was brave like Clark was. He wouldn't be afraid.

Sleep had almost taken her when a new companion found her. A series of bleeping noises got her attention. When she opened her eyes a curious little robot with a large elliptical head was sitting in front of her.

"Well, hey there, little fella," she said, dropping a tissue and patting it's head as if it were an animal. She realised moments later that doing so could have been a potentially fatal mistake, though the machine certainly didn't look dangerous. It continued bleeping at her with great urgency. "Um, I'm afraid I don't understand you…"

"Made a new friend?" asked Kimda, appearing at her side from out of nowhere.

"I think he's trying to tell me something."

Kneeling down, Kimda inspected the machine closely.

"Can you understand him?"

"Uh… no," said Kimda, as if talking to a child. Lyla's face went red. "He's just making noises; it's not a language."

Pulling another tissue away, Lyla was relieved to see that the flow of blood seemed to have stopped, for now at least.

"I've seen you before, haven't I?" asked Kimda, picking the machine up of the ground and turning it around. A series of quick bleeps told Lyla it didn't like that very much, but Kimda appeared not to notice. Kimda did that a lot, she was beginning to see. It was a trait that she might expect from the kind of slightly eccentric scientist Kimda claimed to have been. It was not a trait she would expect from a C.P.C Sergeant. "You were with Raya on Kandor. You certainly get around, don't you? Looks like Jor-El has you look after this place. Can you help us find him? We want to help restore this place, but we don't know where he is."

While Kimda continued his one way conversation, Lyla turned her head to one side and was very abruptly (and violently) sick everywhere. Her eyes widened with fear as she saw it. Kimda clamped a hand on her shoulder.

"Are you okay?" he asked. She nodded, feeling numb inside. She'd felt fine just seconds before. "Listen, it looks like we won't need Clark after all. This machine can guide me to Jor-El. It's better that you stay here and rest. I won't be gone long. Just… be strong for me. I'll have you back home in no time."

Lyla wanted to grab him and tell him not to leave her, that she didn't want to be alone, but instead nodded. She was dismayed that she wasn't going to see Clark, but she didn't think she was up to the trip anyway.

"Wait…" she gasped as he turned to leave. "What if The Eradicator comes back?"

"It got what it needed from this place. It has no reason to return," said Kimda, though she could sense uncertainty in his mind. "Keep an eye on Kandor for me. Really though, I'll be back before you know it."

She called to him again, but this time he was gone. She felt like she was going to throw up again, and had to take deep, calming breaths to try and regain some control of herself. The Fortress cold barely touched her, but she shivered anyway. She felt very alone. Even the little machine would have been welcome company. Well, there were people close by, weren't there? Looking over at Kandor, she marvelled at how she now towered over the people there. She imagined peering in through the glass, and seeing some tiny person, having reached the edges of the glass universe, looking back at her. Thinking she was a giant. Thinking she was a god.

Her head felt light; little grey spots were dancing in and out of view. Leaning over, she threw up again, sobbing as she did so. She hoped Kimda got back soon. She wanted to go home.

Yeah, I'm homesick alright, she thought, and giggled. I'm bringing new meaning to the term. She leant back, dreaming of home, dreaming of taking Clark and J'onn back with her, dreaming of Pendar telling her she was forgiven, that he still wanted to be her friend. That he wanted to be Lyla's friend, not just Faye's. Eventually, wondering why Kimda hadn't come back yet, wondering if he had gotten sick like she had, she fell unconscious.

888

"I can't believe you would choose to work for Lenaria," said Clark, walking around Lex in a circle. "What's really going on here?"

"Are you familiar with the German word zugzwang?" asked Lex, not looking up from the board.

"I didn't come here for a German lesson," said Clark.

"It means 'compulsion to move'. Something you seem to be in possession of, Clark. Why don't you take a seat?"

Clark, looking irate, sat down opposite him. Lex offered him a smile. It was incredible that Clark had been able to conceal the truth from so many for so long. He wondered, with some irritation, just how many people knew about it before him. Lana, certainly. Oh, not for a long time, no, but sometime, probably recently, she had found out. Had Clark finally gotten the courage to tell her? Lex thought not. No, Lana must have found out somehow. She had gotten somewhat more… cunning, he thought, during her association with him. Yes, she had probably used some trick to uncover the truth.

Chloe? Maybe. Probably, in fact. Pete too. Lex knew now that Pete had died, while Chloe had lived. He was glad she had survived. Pete had admirable qualities, but he had no real future to lose. Chloe was different. She could be a nuisance, but he held her in somewhat high regard.

His father would not know, of course. Clark would not be sitting here talking to him otherwise. Well, assuming his father also knew Clark's weakness, at least. Happily, that was knowledge Lex also had. Otherwise, this meeting would be far more dangerous for him.

"The term is closely associated with chess," Lex continued. "In that context, it usually occurs when a player finds themselves in a position where they must take their turn and move, yet any possible move they could make can only weaken their position. Therefore they would ideally do nothing, and yet they find they cannot. Kind of like what led you here, isn't it. Clark?"

Clark leaned in close to him, baring his teeth.

"Listen to me, Lex. Whatever Lenaria is telling you is a lie. It was her that staged the attack that killed Pete, and almost Chloe, Lana and you as well."

"Well, tell me something, then," whispered Lex, leaning in close. "When Lenaria told me about this, was that a lie too?"

Pulling the meteor rock from his pocket, Lex held it towards Clark. Lenaria had told him only one thing could harm Clark, other than herself, and it was the rocks that populated the town. According to her, they were parts of Clark's home-world that had been dragged across space with him. For some reason she had not elaborated on, they were like poison to him.

Clark never even flinched. Lex continued to hold the rock, wondering if the effect wasn't instantaneous. He tried to remain calm. If the rock was useless, he was no longer playing chess, but poker. And, in the blink of an eye, he was going to have to choose to either fold or go all in.


	26. Oblivious

"So, uh, do we have any idea where we're actually headed?" asked Chloe from the back seat of her car. Although she was fine, thanks to some fancy Kryptonian tech that Brainiac had used to fix her up, Clark had insisted on driving. Chloe was grateful; she might have been healed up, but she was still a wreck, and she wouldn't have felt comfortable behind the wheel. Every few minutes she turned her head to see if anybody was following them. Although she couldn't see anything, she couldn't shake the feeling that there was somebody there. Still, Clark would have picked up on it instantly. Yet even though Clark was here, for once she couldn't take all that much comfort in his presence – not when they were dealing with someone like Lenaria, who could turn Clark against them in a heartbeat.

"Not really," said Clark, sounding distracted. Clark fortunately had superhuman endurance, but Chloe knew he'd barely had a moment's peace since returning from Kandor. He'd been pushed to the edge. "A long way from Smallville, for a start. Metropolis is out as well. We need to go somewhere Lenaria won't think of looking for you."

"Don't forget you have to go to The Fortress as well, Clark," said Chloe, remembering Brainiac's second piece of news. "I wonder what could have happened to it..."

"I have no idea. Maybe Lenaria did something to it, though I doubt she went there herself. Once I've gotten us a little further along I'm going to go check it out. I'm worried something might have happened to Kandor."

"Just what we needed, another problem," said Lana, trying to force a smile. She had been very quiet since they'd left the hospital. Chloe knew Lana disagreed with Clark's plan to send Brainiac to Lex's in his place. It was the most sensible option though; for a moment, she'd thought Clark was going to go himself, and she had been very relieved when he'd announced his plan. It was a good, risk-free way of learning Lex's true intentions. Though if Lex's intentions were less than noble, as she suspected, then there were some very bad implications for Clark. She'd already lost one of her closest friends, and if she had any say in the matter, she wasn't going to lose Clark as well.

Pete's death had hit him hard, she knew. There was little time to mourn, what with disaster upon disaster happening, but Pete and Clark had been friends since they were kids. She wondered if Pete really knew just how important his friendship had been. Apart from his parents, he had been the one constant in Clark life growing up. The past couple of years they had been separated, but as soon as they'd been reunited, it was like they'd never been apart.

On the outskirts of Smallville, Clark pulled over and got out of the car. After surveying the area for some time, he decided it was safe enough that he could leave them alone briefly while he examined The Fortress. All Brainiac had known was that some catastrophe had struck the place – since Clark had ordered him to keep an eye on her, he'd been unable to investigate.

"I only need to go to the caves and back," said Clark. "So I won't be gone long."

"Um, Clark? You can run around the world in what? A second? Even if you were going to The Arctic on foot we wouldn't have time to miss you. Much," she added, managing a trace of a grin. "We won't have time to be worried, either."

Chloe pretended not to be eavesdropping as Clark pulled Lana aside. Noticing Lana's frown, clearly still puzzled by his mistrust of Lex, she decided to reassure him. Lana was a good person, a good friend, but Clark could somewhat… cave-in a little too quickly around her sometimes.

"You did the right thing, Clark," she whispered, knowing that Clark's super-hearing would pick it up while Lana's non-super hearing would not. Clark gave a tiny nod to let her know he'd heard.

"Lana," she overheard Clark saying, "If you're right, then this'll prove it. I know you disagree, but I know Lex can't be trusted. Maybe he does want to stop Lenaria, and maybe he wants my help to do it. But then again, maybe I would have walked in there and he'd have pulled kryptonite out of his pocket and that'd be the end. The point is, I don't know what Lex is going to do. This way I can't find out without risking anything going wrong."

"Alright," said Lana finally. "I'm sorry. I know that Lex is going to prove himself. I believe in Lex… but I believe in you more."

The two kissed while Chloe carefully inspected the side of her car. With a quick wave to her, Clark disappeared in a blur. She realised that she had been wrong - she did have time to worry. Not so much for her and Lana, but for Clark. If something really had attacked The Fortress, Clark was probably heading straight into danger. Again.

"How are you holding up?" asked Lana, moving over beside her and inspecting her face closely. Chloe ran her hand across it, marvelling at how Brainiac had repaired the burn tissue.

"Thanks to Brainiac, I feel fine," she replied. "You know, I could use a Brainiac of my own. Now that I think about it, I wonder if we could convince Clark to mass-produce them and sell them across America. 'One of these in every home!' Think about it, we could make a fortune."

"I'll, uh, keep that in mind," said Lana, smiling. Chloe took a look around the area as they talked. There was a diner farther along the road (at the same moment she saw, her stomach suddenly decided to remind her it was being neglected), but that was the only landmark. Everything else was just fields, be it of the plain variety or, in the distance, corn. There was no sign of any traffic or vehicles, which was good. When Lenaria could control pretty much anybody, it meant anyone and everyone was a potential danger. Chloe had seen The Empireth as a useless, sobbing mess, but knew by now that it was unwise to underestimate her. She was ruthless, devious, and resourceful.

"Hello, Chloe," said a voice from out of nowhere, as if to confirm this. This, however, was not a female voice; instead it was a male, speech sounding almost slurry due to it's thick accent. She placed it at once. "It has been a long time, has it not?"

Mikhail Mxylpidl… Mikhial.

"Where did you come from?" asked Chloe, backing away. There was no way he could have followed them, not without Clark noticing. Besides, he had no way to get out here anyway…

Except, she saw now, there was a van parked right across from them. There was no way she could have missed it, and yet there it was, plain as day. The grey vehicle appeared almost to be mocking her. Lana, eyes wide with surprise, was seeing it too.

"But… that's impossible," Lana choked.

"Well, that was just like you, wasn't it Chloe?" teased Mikhail, eyeing her with more appreciation than she really cared for right now. "No matter how hard I tried to open your eyes, you always somehow remained… oblivious."

"You… used your power so we wouldn't see you," she said, noting his emphasis on the final word. She let him move in closer, knowing she had to stop this now. Just by using the power of speech, he could make her do whatever he wanted. She had thought he'd lost that power for good thanks to her and Clark, but apparently not. "You should have done us a favour and kept it up."

As he drew closer, she swung her arm up, aiming for his throat.

"Miss," said Mikhail instantly, causing her arm to jerk awkwardly. She swung her leg up, hoping to catch him off guard, but he leapt back out of the way, grinning. "Stop."

Leg still in the air, Chloe suddenly found herself frozen, powerless to move. Lana hurried forward to help, but Mikail raised his hand.

"Chloe, hang on…"

"You too. Stop."

Jokes on you, thought Chloe as she tried desperately to move. Clark should be back anytime, and I'm going to make a bet even you can't ruin – I'm going to bet that Clark can move a lot faster than you can speak. Mikhail pushed her hair back, running his hand over his cheek. He was a handsome man, but he couldn't be more repulsive if he tried.

"You are even more beautiful than I remember," he said, inhaling her scent. Three men, none of whom Chloe recognised, emerged from the van.

"Where's the boy?" one of them asked. "He's the one we need."

"We're to take this one as well," said Mikhail, looking right at Chloe. "I understand Lenaria has some business with you."

"What about her?" he asked, meaning Lana.

"She is not to be harmed."

"In that case," said a voice Chloe was incredibly relieved to hear. "She's in a much better position than you."

Clark strode in front of her protectively. As he did, she noticed her was carrying a young girl with rather distinctive purple hair in his arms. Chloe didn't know who she was, but she looked to be in a bad way. There was blood splattered over her clothes, and she appeared to be unconscious. Mikhail opened his mouth. Clark began to move, but immediately she knew something was wrong. He went far too slowly, for one thing. The other being that the veins in his hand were actually writhing. He staggered, and falling, twisted his body to protect the girl as he fell. The girl didn't look like she weighed much, but Clark still seemed to get the wind knocked out of him.

She didn't need to see the rock in Mikhail's hand to know what was happening. Clark's face was locked with a determined grimace as he tried vainly to get back to his feet, managing with difficulty to get the girl off from on top of him. Mikhail looked to enjoy Clark's struggle for a moment, before he put an end to them with a single word.

"Paralyse."

Tossing the rock aside, he signalled for two of the men to take Clark and load him in the van. Clark's eyes moved to the left, apparently the only part of him that could still move. Chloe knew he was looking at Lana; he seemed almost to be pleading with her. Why would Lenaria take them but leave Lana? It was not so long ago that Chloe had captured Lana on the alien's behalf. There could be only one reason: because of Lex. If Chloe could have spoken, she would have warned her friend not to go anywhere near him. She doubted Lana would have listened though.

"What should we do with her?" asked one of Mikhail's accomplices, meaning the sick looking girl Clark had brought along.

"She looks half-dead already," said Mikhail kneeling down to inspect her. "Better to take her along with us, find out who she is."

As they hauled the mystery girl into the back of the van, Mikhail returned his attention to Chloe. She thought he was going to drag her along with him, but instead merely gestured with his hand.

"Follow."

Her legs began moving of their own accord, but the rest of her body remained rigid. She hopped in the back, noticing the fear in Clark's eyes as he stared unblinking at the roof. The girl, lying beside her, gave a small moan but did not awaken. Terror took over her completely as the doors were shut. Two of their kidnappers sat in the back with them.

"I almost forgot," she heard Mikhail shouting out the window from up front. "You may move again, Miss Lang."

From outside, she could hear Lana shouting, running towards them, but the sounds quickly faded as the van sped away.

It was over.


	27. A Cut Above

Lyla awoke in a gently lit room, aware almost immediately that her surroundings were unfamiliar. Her first thoughts, however, were alarm that she had fallen asleep while she was so sick. Lifting her hand to her nose, she was surprised to find that there was no blood there. Even better, she didn't feel sick anymore either. Her relief was brief as she looked at the grey stone surrounding her. She was unmistakably in a prison of some sort.

Kimda! He must have returned while she slept and managed to bring them back to Kandor… and now he had her locked up so he could experiment on her. Panicked, she threw the bed sheets off of herself and sat upright. It was only now that she noticed the female on the other side of the room, who was sitting with an apple in one hand and a book in the other. She knew right away that Kimda hadn't done this after all, but that didn't make her feel any better. The broad-shouldered figure was wearing a red dress and black skirt, with a red ribbon tied in her hair. Lyla had never seen her through her own eyes before, but she had seen her through Lana's. It was Lenaria. She struggled to breathe.

Lenaria looked up quickly as her eyes caught movement. Placing the book and apple down, she hurried over to Lyla's side, tugging at her skirt as she looked at Lyla anxiously.

"You're awake! I was very worried!" gasped Lenaria, taking Lyla's chin and turning her head from side to side. "I used my abilities to heal you, but you didn't wake up. I thought I had done enough, but… my power has failed me before. I'm so glad to see you recovered. Do you feel alright? You don't still feel sick?"

"I'm… fine," said Lyla, terrified. She tried to probe Lenaria's mind, to find out what she was up to, only to find barriers protecting it. She tried to find an opening, but there was no weakness there – her mind was like iron. On the other hand, she could feel Lenaria tearing through her own mental shields like they were made of paper. Lyla knew what the other Empireth was doing; gauging her strength, ensuring she was no threat. And also demonstrating her own power. She imagined that kind of thing had been common among her people. The thought was somehow dreadful. "Why… why did you help me?"

Wrapping an arm around her (Lyla thought horribly about how she might be crushed like an insect), Lenaria pulled her close, smiling warmly.

"You helped save my life when Clark stabbed me with that cursed dagger," said Lenaria. "You gave me the opening I needed. Lenaria remembers those who help her. You will find there are many rewards to being my ally."

"I…" began Lyla, before realising 'I didn't know what you were like then' wasn't the best thing to say at this point. "Thank you."

"You are most welcome," said Lenaria, getting to her feet. Lyla couldn't get a sense of her mind, but reading her body language, she got the impression that the other Empireth were almost… nervous, somehow. "But I must warn you, what I have done for you is not a cure. You will require further treatments every few hours. Without them, the exposure sickness will claim you."

Lyla shivered. She didn't know how close to death she had gotten. She just wanted to go back home to her father and be safe again. Thinking about home reminded her sharply of Pendar, and she gasped. He must have gotten sick as well! She didn't even know where he was!

"You must not worry!" said Lenaria, placing a hand on her shoulder in a gesture Lyla guessed was supposed to be comforting. She wished she could get even a glimpse of her mind – given all the things she had done, Lenaria was clearly a monster, so why was she being so nice to her? "I will never be away for long, and I will make sure nothing happens to you. We're the same, you and I. It was very dangerous for you to absorb another's mind at such a young age, but I see now that it was necessary for your survival. We aren't like the others from our world, who squandered their gifts and let themselves be wiped out. We learn how to adapt, to evolve. We do what we must."

"Am I a prisoner here?" asked Lyla, looking at the confined area she was in. Lenaria looked horrified at the suggestion.

"Of course not. You will have to stay close to me, yes, but this is only a temporary measure. Thanks to Clark and J'onn I have been forced into hiding, but soon I will be able to move freely. I will find somewhere for you to stay, somewhere far more pleasant than this place. I… had thought that we might live together. We need to look out for one another, you and I… but it is entirely up to you, of course."

Lyla gave a tiny forced smile and nodded. Lenaria wouldn't be fooled though, she knew. She would sense the uncertainty in her mind. She didn't like the idea of Lenaria being able to move freely at all; for Clark and J'onn, that could mean only one thing.

"I know you have your doubts," said Lenaria, some of the kindness disappearing from her face now. "Clark's influence, I am certain. You must not believe the things that boy tells you, Lyla. He is not to be trusted. If you allow him to, his lies will poison your mind. You will learn that you can believe in me. I want only good for this world."

"Could you… could you please stop looking into my thoughts?" asked Lyla nervously.

"Of course," said Lenaria, looking surprised. "I am sorry, that was senseless of me. I did not mean to intrude, I swear, only to get a sense of your talent. I am impressed that an untutored girl would have such ability. However, you are still weak for your age, and there is much about your abilities you do not understand. An untrained Empireth is a possible danger to herself and others. I will guide you. There is much that I can teach you."

"Like what?" asked Lyla, curious despite herself. The idea that she had unlocked only a fraction of her potential was very intriguing.

"In time," smiled Lenaria, running a finger through Lyla's hair. "For now, you must rest, and I have matters to attend to. If you get sick, simply call out to me telepathically, and I will be there instantly."

As Lenaria moved back over to retrieve her book, Lyla noticed for the first time a painted game board sitting on the table. The detailed patterns on the board were recognisable at once; she had seen it in the vision J'onn had shared with her. J'onn and Lenaria had played with a board just like it.

"Oh, I brought this for when you are feeling better," said Lenaria, noticing Lyla staring at it. "It was a gift from my late husband. We used to play it together, though the game works best with two telepaths. I would greatly look forward to playing against one such as yourself. I can teach you how to play, if you do not know how."

"I'd like that," lied Lyla. Remembering Lenaria's reaction to losing against J'onn, she knew she would have to deliberately lose every game.

"Excellent. Well, I know this place is not very comforting, but please get some rest. I will return shortly if you do not summon me first. Oh, and I will have one of Lex's servants bring you something to eat. There are many kinds of food on this planet that are quite delicious."

"Wait!" shouted Lyla suddenly as Lenaria moved for the door. "Wait, there's a friend of mine who came from Kandor with me. He must have gotten sick as well, but I don't know where he is. He was... well, I think he went somewhere near The Fortress to get help."

Lyla didn't think mentioning Kimda was a good idea; she had to hope Lenaria had kept her word and had left her mind. Certainly she couldn't sense her there anymore, but for someone with Lenaria's skill that didn't mean much.

"The nearest populated place would be the Yukon," said Lenaria after a moment's pause. "Do not concern yourself. I will find your friend – as I said, there are many benefits to being my ally."

Lyla gave Lenaria all the information she could on Pendar; she would just have to hope it wasn't too late. Lenaria assured her it would be alright. As she made to leave, she looked back at Lyla and smiled.

"Your friend must be very dear to you," she said. "It is good that you were not alone on Kandor. Still, it can't have been easy, having to live your life pretending to be someone else. I am so glad, Lyla, that I get to see who you truly are. You are a very beautiful young girl."

888

The apartment Lionel Luthor was currently using as a safe-house wasn't quite up to his usual standards, but he found himself strangely content all the same. He knew it had less to do with the place itself and more to do with the company. He had told Martha, half-jokingly, how good it felt to have a woman around again. Martha sat now watching the television worriedly, every moment spent fearing that an announcement was going to be made and her son exposed to the world. She had tried more than once to leave, but Lionel had talked her out of it. He had intended to track down Lex himself after seeing his little speech, but then Jor-El had arrived. Lionel didn't know what had happened, but he had passed out.

Martha had sat by his side until he had woken up.

"How's your head?" she asked now.

"I'm feeling much better," said Lionel. "I don't know exactly what happened, but Jor-El was forced to leave The Fortress in a hurry. He has taken up… residence… in his vessel. I'd charge him rent, but… he's non-corporeal."

"Has he told you anything? About Clark?"

Lionel shook his head, taking a sip from a glass of water, still feeling a little weak.

"No. But you're not to worry, Martha. I don't know what foolishness Lex is up to, but I will put a stop to it."

Shrugging on his jacket, Lionel made for the door.

"Lionel, let me come with you. I haven't been able to reach Clark for hours; who knows what he's going to do. If he saw Lex's speech…"

Lionel blocked the exit.

"Clark is a very impetuous young man, Martha, but he sent us into hiding because he at least knows that. If you go out into the open and something happens to you, Clark will throw every plan and bit of common sense aside to help you. We can't give Lenaria or Lex that kind of leverage. You need to trust me."

Martha looked about to protest when there came a knock on the door. Lionel pressed a finger to his lips, standing still as a statue. He hoped whoever was outside hadn't heard him. He waited for them to knock again. Instead, they tore the door of it's hinges. Lionel pushed Martha back, stepping forwards protectively.

"Kimda?" he asked in surprise, recognising the professor from the information Jor-El had downloaded into his mind.

"You seem to have the advantage of me," said Kimda, placing Jor-El's robotic servant Kelex on the floor and patting it's head like it were a dog.

"I find that is the case with most people I meet," said Lionel, recovering from his surprise.

"Where is Jor-El? This machine has brought me here."

Lionel tapped the side of his head. Kimda simply nodded.

"I need to speak with him."

Lionel shrugged. He had no influence over what Jor-El did. Clark's father's actions were enigmatic at times, though Lionel felt he understood him better than most. As a father, he could respect his actions. Though Jor-El's lessons were often harsh, it was important for Clark to be shown he had limitations, that there were things even he was not meant to do. They were the kind of things Lionel had never taught Lex. Lionel was about to explain that Kimda might be out of luck when he suddenly felt Jor-El's presence stirring within him. Kimda's eyes widened as he saw Lionel's eyes go white.

"It has been a long time, old friend," said Jor-El.

888

Escaping had looked too easy, and Clark had known at once that it was inevitably useless. Yet he had tried, because he had no other choice. He had first tried using his x-ray vision to find Chloe, but found he couldn't see through the walls, even though they weren't made of lead. His super-hearing had also failed. Frustrated, he had tried to punch his way through the door. A shock had run through his body, taking him off his feet. It shouldn't have hurt him, but it had. After a few minutes he recovered, this time taking a different approach. If the door was rigged, he would go through the wall. Blasting it with his heat vision, he was dismayed when, even after a sustained blast, there was not even a mark on it. Something was wrong with his powers.

Wrong, he thought glumly. The only thing wrong is with your head. You're not thinking. That's what's gotten you and Chloe into this mess. Lenaria had locked him away in his own mind, rather like she had in The Fortress. She would let him out only when she wished. He knew it would be better to just stay trapped like this. Think, Clark, think. She's strong, yes, but she's also the most weak-willed opponent you've ever faced. There has to be some way you can turn this thing around on her. But how?

After what felt like an age, the door opened. Clark leapt to his feet, trying to rush forwards and attack Lenaria, but his legs wouldn't obey his commands. Lenaria lifted her left arm up, stretching, and Clark's own arm did the same. As Lenaria's other arm went up, so did his, like a string being pulled on a puppet. Lenaria smiled, her pose a grotesque mirror image of his. Lowering her hands, she moved up close to him.

"You get the point, don't you?" she whispered. "I was much more careful this time, after that stunt you and J'onn pulled before. I've made sure that you're completely under my power."

"Good," said Clark, who was held in place by Lenaria's psychic command. "If I'm under your power, then J'onn will be able to find us."

Although that gambit had worked before, he instantly knew that this time he'd made a mistake. Lenaria waggled her finger at him.

"You've played that card before, Clark. However, I have prepared rather better for J'onn this time, I think you'll find. Did you honestly think you would be here, alive, if I thought for one instant you could bring me harm? No, you dear boy, are bait. When J'onn comes for you, he will walk right into the trap I have set."

I should have realised, thought Clark grimly. He needed to be a step ahead, and instead he was trailing. He could guess what Lenaria had in mind; fire. Like a moth to the flame… His mind considered that his only option now might be to make Lenaria mad enough that she killed him outright. At least that way, there would be no trap for J'onn to walk into. And not to mention she wouldn't be able to use him as a tool to hurt people. He had no doubt he was alive in part for that very reason. But he should have known just by looking at her that trying to play her fears that way wasn't going to be so easy. This was not the same cowardly pathetic figure he had encountered several times before, at least not on the surface. The fear that usually came off Lenaria like mist had been replaced by an angry thunderstorm.

His eyes widened as Lenaria firmly clamped her hand around his testicles.

"Now, what was it I told you before you locked me in that wretched place? I think it was something about having these for earrings…?"

As Lenaria grinned, Clark spat in her face. His movement had been limited, but his mouth still worked. Shrieking with disgust, Lenaria wiped her face quickly, looking at him with shock and hate. Her fist caught his cheek, knocking him back.

"Bastard!" she gasped, still wiping her face. Her hand this time seized him much higher up – this time she went for his throat. "Next time you try something like that it won't be you who suffers. I know you want me to kill you, to end your suffering, but I will not. If you make me angry, I will bring Sullivan in here and whip her like a dog… or perhaps have YOU do it for me. Is that understood? If you understand, say 'Yes, mistress,'."

"Yes, mistress," said Clark, remembering Mongul forcing him to address him in much the same manner. Not as mistress, though, obviously. His pride was a small price to pay for Chloe's safety. "Where is Chloe? If you've hurt her…"

"Chloe is, well, let's say my ace-in-the-hole," said Lenaria smugly. "I believe all my bases are covered, but should you think of something clever, know that the girl is hidden where you will not find her. She requires Lenaria to feed and provide water for her like the dog she is. Should something happen to me, know that Chloe will surely die."

"How do I know you didn't just kill her? I want to see her."

"Well if I were the kind of person who was going to give you what you wanted, Clarky, you should have asked for your freedom. Unfortunately for you, I am not. You see, boy, you make me think rather like Mongul. And it is far past time that you suffered for all the ordeals and humiliations you have put me through. Killing your friend was only the beginning. Mongul is very adept at physical pain, but he lacks imagination. Mental torture can be far more effective, in my opinion. I will enjoy playing with your mind. However, since you do make me think like Mongul, I believe we shall begin with physical."

Clark closed his eyes, trying to remain calm as Lenaria left the room. He tried again to move but he had no control over his body – it was useless. Whatever she did to him, he would not break. Lenaria had made mistakes before, she could make one again.

When she returned, she was carrying the dagger Jor-El had given him. Clark winced as he saw it. Though it did remind him of something. That dagger hadn't been the only thing he was carrying… he still had the device J'onn had given him, the one that would summon Brainiac. If there were some way he could get that…

"Do you remember this?" asked Lenaria, pressing the flat of the blade against his cheek. "I do. I remember exactly how it felt when you sunk it into my flesh. I want you to know how that felt, Clark."

Her words sounded almost gentle as she unbuttoned his shirt, taking it off and throwing it across the room. He heard something heavy inside it hit the ground. The device was still in his pocket! But he had no way to get to it…

"Please don't do this," said Clark. "I've shown you mercy before."

"You could have had the world, you know. I never dreamed it would be this easy, but I have humanity at my feet. Their future, their destiny, is mine to shape as I see fit. Did you never even consider the potential you have? The power to go to any country, and with a single word stop a war? You think I'm a coward, but you are as well, Clark. You could have done anything with the power you have, but instead you did nothing. And now it's too late," said Lenaria, walking around behind him where he couldn't see her and back round again. "But not to worry. You are still, in my book, most definitely… A CUT ABOVE!"

Slashing furiously with the dagger, Lenaria tore his cheek open from one end to the other. Clark's head snapped back instinctively, blood splattering over the floor as he screamed. The dagger almost tore across his eye, missing it only by pure chance. Lenaria's cut had been wild.

"Lenaria…" gasped Clark, before she thrust the dagger into his shoulder, twisting it violently.

"This is only the beginning," she promised him as he was taken, screaming, to his knees.


	28. Fragile

"On the contrary," said Kimda, raising an eyebrow. "You and I have, in fact, never met before."

"Things have changed," agreed Jor-El. Behind him, Kimda noticed the female he'd heard the vessel talking to from outside. She was looking extremely confused, not to mention nervous.

"I mean you no harm," he told her, truthfully. "Who are you, anyway?"

"This is Martha Kent," said Jor-El. "Kal-El's adopted mother."

"I see. A fine boy you've raised. If not for your son's bravery, someone very important to me could have gotten hurt," said Kimda, meaning Lyla. It was vital for his work to have a live subject. "I wonder, though, if Jor-El has informed you of his true intentions for the boy?"

"What do you mean by that?" asked Martha, standing alongside Jor-El now. She was looking at him with some concern, though Kimda guessed her concern was for the vessel, rather than Jor-El himself.

"Well, that was why you sent him to Kandor, wasn't it? So that he might be my, shall we say, replacement?" asked Kimda, smiling pleasantly.

"Kal-El's destiny is too important to be sacrificed for the sake of one city, even Kandor," replied Jor-El. "He will play a role in it's future, but it is another who will succeed you."

"Raya," said Kimda flatly. He had always taken a great effort to remain in control of himself, to never lose his composure or betray his feelings. This, however, was pushing things too far. "And what, pray tell, gives you the right? What is it that gives you authority over me, a C.P.C Sergeant?"

"Do you deny the charges laid against you? The unlawful murder of The Empireth? The illegal cloning experiments? You shall have a fair trial, as was intended for Preus."

Kimda chuckled bitterly.

"You're a machine! I DO NOT ANSWER TO YOU!"

"That's enough, both of you! My son, YOUR son is out there probably fighting for his life right now while the two of you bicker amongst yourselves. If you don't intend doing anything to help, give me back Lionel and we'll do it ourselves."

"The point is fair, Martha Kent," said Kimda, regaining control of his temper and holding it with a tight reign. "Besides, my time is short. I already feel somewhat nauseous. It is only a matter of time before the exposure sickness renders me useless. Regardless of your feelings, Jor-El, for the time being I suggest we pull together our resources. We need some way to power The Fortress."

"That will not be a problem," said Jor-El. Kimda was impressed that he shrugged off the outburst of a human so casually. Then again, any feelings this Jor-El might have were purely artificial. "We have in our possession a Kryptionian ship which may be used for that purpose. However, until The Eradicator has been dealt with it would be most unwise to use. It would merely return to The Fortress and absorb the energy, growing stronger still. With what it has already taken, it has become strong enough to kill a Kryptonian outright."

"J'onn and Raya?"

"Unknown."

"Well, I'll tell you this much: I don't need you to force me to face-up to my actions. Reactivating The Eradicator was my mistake, and I intend to be the one to make it right."

"There will be a reckoning, old friend," said Jor-El.

"That there will… old friend."

888

Lyla had no idea how long Lenaria would be gone, but while she was away she tried to see if there was any way out. The door was tightly locked, despite Lenaria's protests that she was not a prisoner. For her own good, Lenaria would have told her. Still, it wasn't like she could go very far even if it was open; sooner or later she would have to return for treatment. Someone came by with food for her, as promised. She hadn't the first idea what the stuff was, and approached it tentatively. Still, she was starving, and the other Empireth hadn't healed her just to poison her. Once she started eating, she found she couldn't stop – it really was one of the tastiest meals she had ever eaten. Lenaria had been right; the food on Earth really was good.

To pass the time and try and take her mind off Pendar, she picked up something Lenaria had left as reading material. Lyla could hardly believe how much of the stories inside were about her. It was certainly interesting, even if she had to wonder how much of them were actually true. They painted her as a heroic, almost messianic, being from another world. It was actually the other stories that really peaked her interest though; all around her was a world full of mystery, full of adventure. After spending her whole life in one city Lyla enjoyed reading about a whole new planet.

Although escape wasn't really an option at this point, she tried sensing any other minds that might be close-by in case she might find an ally… or be able to make someone into one, anyway. Except, despite the fact that she knew there were other people in this place, she couldn't sense anyone. Lenaria must have done something to block her abilities.

She leapt to her feet as there was a knock at the door.

"Lyla? Can I come in?"

Lyla agreed that she could, anxiously waiting for news of Pendar. Lenaria had been gone for quite some time; she thought that might be a bad sign. She noticed that Lenaria had changed her outfit while she'd been away, now wearing a black sweater instead of the dress from before. She looked apprehensive.

"You couldn't find him?" asked Lyla, heart pounding. She felt ill now in a way that had nothing to do with the exposure sickness.

"I found him," said Lenaria quietly. "You… you had better see for yourself."

Lyla continued to ask questions as Lenaria led her along the corridor, but the Empireth refused to answer. The outside of her cell wasn't much better than the inside; this was a horribly dank, lifeless building they were in. It looked exactly like the kind of lab she imagined Kimda working in, so it was no wonder she'd mistaken this place for just that. In another room, Pendar was lying motionlessly in bed, much as she had.

"You healed him, right?" asked Lyla as Lenaria looked at her sadly. "I mean, it took some time for me to wake up, didn't it? He is going to be okay?"

"Lyla… there is no easy way to tell you this," said Lenaria, taking a seat and pulling Lyla down beside her. "This boy does not have any sickness left in his body. I have cured him of that. However… his mind has been damaged somehow. It was not my doing, so I must ask – and I will not judge you – did you do this?"

Lyla was trembling, tears in her eyes. Lenaria looked at her gently, an arm wrapped around her. She had never had a mother, not one she had known at least. She supposed if she had, she might have acted in much the same way.

"He… attacked me. He found out who I really was, that I took his friend – his real friend's memories and pretended to be her. I… panicked. I could have just, have just used a little of my power, but I-I went too far…"

"You must have been very afraid," said Lenaria in soothing tones. "You were only defending yourself."

"Lenaria, please, you're stronger than I am. You have to help him. Please… please, I'll do anything you want. Anything."

Lenaria hugged her tightly.

"Oh, you poor girl. Lyla, you must understand that the mind is fragile. It is easily broken and almost impossible to repair. It is beyond even my skill to repair this kind of damage."

"No…" Lyla sobbed, feeling revolted with herself. She was a murderer. Despite what Lenaria said, there could be no excuses for what she had done. None. For a moment, an incredible anger surged through her, and she considered telling Lenaria what she really thought of her. That she knew Lenaria had almost killed Pendar and her both by trying to destroy Kandor. In her anger, Lenaria would strike her down. It was no less that what she deserved. She was undeserving of life… and yet she could not bring herself to do it.

Lenaria urged her to return to her room, but Lyla found she couldn't take her eyes from her friend. Pendar, who had longed for freedom from the glass prison that held Kandor, and now a prisoner in his own body because of what she had done. There could be no forgiveness. She stood there, looking at him with horror, until Lenaria finally dragged her away.

888

Clark had been butchered. He hung now from chains that descended from the ceiling, holding him in place as his toes barely touched the floor. His blood was splattered across the walls. Lenaria had slashed and cut until she felt he could withstand no more. His kidney had been punctured and much of the skin on his face flayed. During the rare times when his mind wasn't focused entirely on the pain, he fantasised about what he would do to Lenaria if he ever got free from her control. There was only one time he had ever completely cut loose with his powers, and that had been on Warworld against Mongul. It had been necessary then. It had been quite the sensation, to finally be able to show what he was truly capable of. Whether to protect his secret or to stop himself from hurting someone else too badly, he had always held back before. He wondered if Lenaria really knew how much power she had gotten from him. Probably not, he thought, given her limited use of many of her abilities. Lenaria had put too much thought into acquiring more and more powers rather than mastering the ones she had.

He thought of showing her what he could really do. He thought if he did that, he would have her begging for mercy again. And this time, her pleading would be cut short.

In her absence, he pulled at the chains, but they didn't break, of course. They were only there in his mind. His shirt was still there in the corner, so close and yet infuriatingly out of reach. His exposed chest was still smeared with his blood, scars criss-crossing like a badly drawn map. Lenaria had provided him with healing, but only enough to keep him alive. Her dress had been splattered with blood.

He was dreading her return, but what he saw was worse than he feared. When she came this time, she held Chloe in her arms, dropping her roughly on the floor.

"What are you doing?" he asked, more afraid now than ever before.

"I told you what would happen if you made me angry," said Lenaria coldly.

"I did everything you wanted," gasped Clark weakly. "I didn't say or do anything against you."

"I really do think I overestimated you," cackled Lenaria, kicking Chloe over softly so she woke up. "I don't need to hear you say anything, fool, not when I can read your mind. And I must say your nasty, murderous thoughts made me very upset."

"No…"

"But yes, Clark. Yes. You need to be taught some respect. I will not have you thinking of me that way."

"Please… no… I'm sorry."

The chains disappeared, and Clark made to try and shelter Chloe. Again however, Lenaria restricted his movement. He was forced to his knees, and Lenaria removed her shoe, placing her foot in front of Clark.

"Kiss my foot, and beg me to spare the girl. You should have been grateful, for the mercy I showed you earlier. I imagine Mongul was not so gentle as I was. And I did heal your wounds, did I not?"

"Clark…?" mumbled Chloe, coming round. She didn't look like she'd been hurt, not yet, but she was pretty out of it. She looked at him with horror, eyes wide as she saw how much of Clark's blood stained the room. He still felt weak from the loss of it.

Planting Lenaria's foot with kisses, Clark sacrificed all of his dignity to try and protect Chloe.

"I am sorry, mistress," he said in between kisses. "Please teach me how I should think of you. I am grateful that you showed me mercy. Please, teach me, hurt me, just please don't hurt Chloe."

Clark looked up, hoping he'd done enough, but knew immediately it was hopeless. Lenaria's eyes were hungry to see his suffering. Her mind was already made up. Grief overwhelmed him. Then an idea suddenly struck him, hitting him from out of nowhere.

(She's going to read your mind she's going to see it right away I can't let her Chloe's only chance)

He tried desperately not to think of it, which of course only made him think of it. If she was in his head now, it was already over. But was she? He wondered if there might be a way to find out. Looking at her closely, he summoned up two images strongly in her mind. The first was of Lenaria in her underwear, as he had seen her in The Fortress right after she escaped The Phantom Zone. The second was of Mongul. The first was an attempt to embarrass her, the second to frighten her. Lenaria showed no reaction at all. He couldn't be certain, but he felt that Lenaria would have responded if she'd seen. As long as she hadn't read his intention, they might have a chance. But it all depended on Chloe…

"Mistress, you know all I want is to please you," he continued, babbling. He had to distract her. If she really used all her powers they had no chance, but she wouldn't be expecting any trouble from Chloe. No human could harm her, after all. She wouldn't be paying Chloe much attention; it was him she wanted to hurt. "I'm begging you; Chloe hasn't done anything. I'm the one who got in your way, I'm the one you should hurt."

While Lenaria looked at him with satisfaction, enjoying his humiliation, Clark gave Chloe the slightest nod of the head, looking towards his shirt. He expected a look of total incomprehension, but didn't get one. Chloe knew what he had in mind. Way to go Chloe, he thought, feeling a burst of love for her that was entirely different from, yet no less valid than, what he felt for Lana. He hoped Lana was alright; he knew she was going to turn to Lex for help, and that was a big mistake.

"That's enough," said Lenaria, withdrawing her foot. "You will learn to think only pleasant thoughts about Lenaria. Take Sullivan's arm and break it."

Although he used all his willpower to try and resist, Clark's body betrayed him, grabbing Chloe's left arm. She looked at him, trying to be brave.

"It's all right, Clark…"

Clark's weak sobs were drowned out by the loudest scream he had ever heard as he sharply bent her arm into a position it was never meant to be in. It didn't matter that Lenaria was controlling him; he had used his abilities to hurt his friend. He had done this. Chloe was in tears, still screaming, face contorted with pain. His mind was numb with shock.

"Clark, you didn't even give me a chance to take over your mind!" said Lenaria gleefully. "And you should have known to ask which arm it was I wanted broken. If you had done that, you would have known it was her right arm I wanted you to break."

"No, please no…" wept Clark, no thoughts of distracting Lenaria now. He felt revolted, both with her and with himself. She had done what Mongul could not; she had broken his spirit. Completely helpless, he took Chloe's other arm, still looking at the sickening angle of the left. His hands were still trembling as he snapped her arm like a twig.


	29. Duel

Chloe's face remained contorted with pain until she passed out, arms broken and twisted, as Clark lay weeping over her chest. Lenaria left him there, lying on top of her as if to protect her… despite the fact, of course, that it had been him who hurt her in the first place. It gave her a sick pleasure to see him so humbled, so pathetic after all he had put her through. She could taste the despair coming from his mind; there had been such Empireth in the past, she knew, who fed on emotions, feasted on them. She had not heard the term 'vampire' until she came to Earth, but that was exactly what they had become: emotional vampires. There were side effects though; the need for strong emotions became all-consuming, and as time passed they needed stronger and stronger emotions to satisfy their appetites. Lenaria had known of Empireth who had taken to chaining others up in their basements, torturing them, all so they could make a delicious meal of their suffering. She was smart enough, however, (and to her own mind, civilised enough) not to attempt this with Clark. Such Empireth who did tended to end up drooling, vacant idiots.

Regardless, victory was hers to savour. Clark was brave, yes, but bravery made you take risks; it was exactly why she had given up on the red kryptonite idea. Eventually risks stopped paying off. Lenaria always made her move when the time was right, only miscalculating once when she'd struck at Clark in The Fortress. The result had, incredibly, been her own imprisonment. Still, she could not have known about the necklace. In truth, she still did not understand what the hell had happened there, but no matter. That particular danger had been dealt with, of course.

"No more," he repeated, over and over, unable to open his eyes, to look at what he'd done. Lenaria kicked him away, restricting his movement once more to ensure he didn't try anything. She felt a moment of dread as she considered what Clark might do if he were ever freed from her control. It had not been a lie when she told him his murderous thoughts upset her. The things she'd seen had been most… disturbing. She had awoken some terrible anger in the boy, something that had perhaps been hidden away his whole life, chained up just waiting to burst free and…

Control yourself, Lenaria! You are stronger than he is! And the boy has no way to break free!

The necklace that saved him before was safely destroyed, and although J'onn would undoubtedly come for him, Clark could have no hope there. It was the reason Clark yet lived - apart from the satisfaction of seeing him suffer - so that J'onn could walk into her web. She did not entirely care for the plan she had, but there was no risk to her, and better the final confrontation was on Lenaria's terms than any others. The Martian could not be left to his own devices, and while others had been able to capture Clark for her, only she could deal with him. If the unthinkable happened and The Kryptonian was somehow freed, she had Chloe with which to strike a deal… and also, thanks to Lex, Kandor was as good as in her possession. Besides, she felt no anger in Clark now. Now there was only weakness.

As if to demonstrate this, Clark pleaded with her as she grabbed Chloe by the hair, hauling her to her feet. She teased for a moment that she might hurt the girl further, before throwing her over her shoulder and speeding away. The distance between the underground 33.1 facility where Clark was kept and the building she stored Chloe was vast, but she covered it almost instantly. She hadn't had much time with which to fully appreciate the numerous abilities she'd absorbed from Clark, but the sensation of speed felt wonderful. If only she could work out how to fly; that power had thus far eluded her grasp. Chaining Chloe's ankle to the wall, she used her abilities to heal her arms. It made no difference to her what condition the girl was in, and the damage to Clark was done. Her only regret was that she could not use Lana for the same purpose. Still, while Sullivan might not be the love of his life, she doubted the effect would have been any different. She had agreed with Lex to leave Lana alone, but fortunately Chloe was more than sufficient.

The time for Lex striking deals with her, however, would shortly be at an end. He was a useful mouthpiece, and his influence was of benefit to her for now. Yet he already presumed to put an end to her plans, she knew, despite how he tried to hide his thoughts. She had offered him a chance, at least. If he had served her faithfully, he could have been treated almost as one of her knights. Instead he would be brought to heel, made her slave much as she had been made Mongul's. The bald-headed fool would soon see exactly what his greatness amounted to. She thought that, once she tired of him, she would now let him live, at least. She would leave the great Lex Luthor with just enough of his mind intact that he was aware of what she'd done to him. He would live out the rest of his life with a broken mind, lost and alone, gibbering and screaming in eternal torment. All while some part of him that remembered what he was looked on helplessly…

Returning to the other facility, she ordered two of Lex's employees to fetch an old bathtub with a copper finish that was stored there. She had to place it inside Clark's cell herself though – she did not want Lex to know how badly she had treated Clark, at least not yet. Soon enough it would make no difference what Lex knew.

"Take off the rest of your clothes," she told him, as he lay in the foetal position, looking for all the world like he had reverted back to infanthood. He looked at her weakly, as if he had no idea where he was. When he still didn't move, she kicked him in the teeth. "Have you not yet learned, Kryptonian, to do as your mistress commands? It is but a minor nuisance for me to go back and fetch Chloe AGAIN if you require further lessons."

Clark, looking shocked as if he had just been woken from sleep, unsteadily (but quickly) got to his feet. He almost fell, but Lenaria lent him her shoulder until she felt he could stand on his own. She had perhaps hurt him more than she had realised. His shirt was already lying in the corner, but he removed the lower half of his clothing, turning to try and conceal his manhood. Lenaria looked at his ruined body, pleased with her handiwork. Quickly moving back and forth, she filled the bath with cold water, using her heat vision to warm it a little. Once it was done, she instructed Clark to get in. He looked at her warily, but did as she said.

"So long as you behave, your torture is at an end for today," she told him. Of course, for the most part he could not misbehave, as she compelled him with her powers to do nothing to harm her. She still remembered him spitting in her face though. That he had dared to…! Placing her hands on his shoulders, she used her healing abilities to repair most of the remaining damage she had done to him. Clark gasped with surprise.

"Why are you doing this?" he asked, turning his head so he could look at her.

"Do not think of it as a favour," she said, taking a brush and beginning to scrub at Clark's back. There were trickles of congealing blood all over his body. "At least not to you. One of the conditions I agreed to, when I asked Lex to secure your capture, was that he would be allowed to study you."

"The other was that you wouldn't hurt Lana, wasn't it?" asked Clark, quietly.

"Yes," said Lenaria, scrubbing hard. "I see no reason not to honour that agreement… unless you give me one, that is. Now tell me; what happened to the Kryptonian who escaped The Phantom Zone with me? Raya, her name is."

"Jor-El healed her, mistress," said Clark, after a moment's hesitation. She knew he had considered lying, but assumed correctly that she would simply take the information from his mind.

"A pity," said Lenaria, scowling. "Still, she would be a fool to stand against me. Now, regarding Lyla… I should thank you for saving her life. However, you told her that I tried to destroy Kandor, didn't you?"

"Yes, mistress," said Clark, voice drained of all emotion. "What have you done with her?"

"She is safe; I have temporarily halted the exposure sickness."

She did not mention Lyla's present grief over the loss of her friend. Lenaria's attempts to soothe her had thus far met with little success, but it would take time, as it had when she lost Cydane. Cydane had been like a sister to her; it was her family who took her in after the death of her parents in The Empireth War. Lyla reminded her of her old friend a little, and for the first time in perhaps her whole life, Lenaria felt as though she might be ready to assume the role of protector. True, she had offered her knights help, (particularly Edward), watching over them from afar, but it was for them to protect her rather than the other way round. Once she had disposed of her enemies, however, there would be nothing left for Lenaria to fear. Once she had secured her own safety, she could at last afford to use her power to shield those she cared for.

888

"This isn't going to work, J'onn. You're hurt too badly. You have to leave Earth's atmosphere so you can heal yourself," said Raya through gritted teeth. Her own wounds were bad enough, but not life-threatening. If it hadn't been for J'onn, she would be dead by now. The fight with The Eradicator had not gone well – she had been all but useless, managing to be little more than a distraction to the machine.

"Kal-El needs me. Lenaria has his mind right now, and she can shape it like clay. I have to…"

Raya caught him with her arm as he fell. A huge hole had been left in his chest from The Eradicator's final attack, a blast that utilised the massive energy the machine had stolen from The Fortress. J'onn managed to take the worst of it, saving her life. She felt ashamed; it should have been her who made the sacrifice, but she hadn't had the chance. J'onn was the one they needed now, the only one of them who could possibly hope to save Clark from Lenaria. Except…

"You won't last against her like this," said Raya firmly. "Besides, I think somebody else is going to take care of her for us."

The Eradicator had eluded them for awhile, until eventually they caught up to it and entered into battle. They had held up for a time mostly because they worked so well as a unit; Raya gave J'onn free reign of her mind, and the two fought as one entity. It quickly became clear to them, however, that they were outclassed. Nothing they attempted slowed The Eradicator down for long. They were starting to sense defeat when The Eradicator had suddenly looked pained. Afraid. Neither she nor J'onn had understood why, but pressed home their attack.

Furiously, The Eradicator had launched an all-out counter-strike. Raya had been blasted out of the way, stunned, and the next thing she knew J'onn was in front of her. She could see The Eradicator right through him… and without any special vision. The hole had been that large. Eradicator had grabbed her then, looking at her with an expression of hurt she could not associate with the emotionless creature Kimda had first introduced her to.

"Don't you feel it? He needs me."

"Who?" asked Raya, scrabbling desperately at unflinching arms as she tried to free herself.

"Kal-El. His pain… it's… I must go to him. He needs my help!"

Raya had readied her heat vision to try and force it off, but before she could use it she was tossed aside.

"I forgive you," it had told her. "All things will be forgiven."

Before she could get to her feet, The Eradicator had taken off. She tried to follow, but her speed had been too far depleted. During the fight, her body had begun to absorb solar radiation at an enhanced rate to keep up with the demand, but she had reached her limit. Instead she'd made her way over to J'onn, who somehow made it to his feet. Martians, while easier to damage than Kryptonians, still possessed an incredible durability. Not that it had helped them survive. In the distant past, the two great Martian races had gone to war with one another, and practically wiped themselves out. Kryptonians, Martians, Empireth… she and Kal-El, J'onn, Lenaria… all amongst the last of their respective kinds.

There was no way she could allow J'onn to die. Looking at him now, out here in a field in the middle of nowhere, he looked so vulnerable. So unlike the invincible bounty hunter that Jor-El had been friends with. Still, Raya had cast aside any idea of infallibility when Krypton had fallen. For a moment, she found herself transported back there, watching Jor-El quivering with anger after the council had ignored his warnings, seeing him helpless for the first time. She quickly snapped back to the present. J'onn had directed her here, following the beacon that was Lenaria's power. She shuddered to think what The Empireth was doing to Kal-El. Right now they were both down below them, beneath the Earth. Raya had found the entrance using her x-ray vision, but most of the rooms there appeared to be lined with lead.

"Well, I don't think The Eradicator beat us to it, anyway," she said. "I don't see how that's possible, but… well, you can sense Lenaria's still alive, and there are definitely other people still down there."

"Absorbing the knowledge of The Fortress must have given it a unique connection to Kal-El," said J'onn, wincing with agony. "It'll probably be nearby. Not even The Empireth stands a chance against it."

Raya nodded. The only one who could have gone toe-to-toe with The Eradicator was Zod, and she had already taken care of him.

"We should get moving," said J'onn. Raya blocked his path. Compared to J'onn, she was little more than a child, but she summoned all the authority she could manage.

"No, J'onn. I'm sorry, but in your condition you're nothing more than a liability. Lenaria would exploit your weakness, and who knows what she'll do if she gets her hands on you? You aren't strong enough to face her right now."

"And you?" asked J'onn, matching her stare. He was an imposing figure, but Raya was used to such. She looked up to the likes of J'onn and Jor-El, but that did not mean she would bow to them. "How are you planning to resist her control?"

"I'm not," she replied. "Our only choice is to take a page out of Lenaria's book. I lie low until The Eradicator shows up, and let him deal with her."

"The Eradicator doesn't mean Kal-El any harm," said J'onn. "However, letting him fall into that machine's hands could be incredibly dangerous…"

"I agree. It may have all the knowledge of The Kryptonians, but it's as simple as an infant. It's only goal will be to revive Krypton on Earth, with Kal-El in charge. That's why it told me it forgives me. I guess I'll have a place on it's new world. Except with what it took from The Fortress, it can turn us all into perfect Kryptonians… or what it views as such. Look, J'onn, don't worry. I won't let that happen. I just wish Kimda had never revived that thing in the first place."

"Not much we can do about that now," said J'onn, eyes suddenly darting about everywhere, as if sensing danger from all sides.

"Lenaria?" asked Raya, tensing.

"Something's not right. This isn't like her. I can sense her mind more strongly than ever. It's almost like… almost like she's issuing a challenge."

Raya frowned. J'onn was sounding uncharacteristically uncertain. She understood why. Her dealings with Lenaria had been limited, but she knew the Empireth was spineless. For her to be challenging someone as powerful as J'onn could only mean she had some trick up her sleeve.

"Does she know we're here?" asked Raya.

"I don't believe so, but… this can't be right…"

"What is it?"

"It's definitely Lenaria's mind I'm sensing down there, but…"

She saw what was happening before she felt it; all around her, things began to die. Birds fell from the sky like stones, and with her enhanced senses, she saw scores of insects, in the air and almost hidden in the grass, simply cease living. Her eyes widened with surprise – and then the mental assault hit her. Kryptonians were far less susceptible to mental attacks than some species, but even Raya was knocked off her feet, gritting her teeth as she fought to retain her senses.

J'onn, body now flapping as if being hit by a particularly powerful wind, launched a counterattack. Raya could practically feel the two wills colliding with each other. J'onn grimaced, almost falling, barely remaining upright. Raya was glad she was not the focus of Lenaria's assault – even being close by was bad enough. Forming coherent thought was almost impossible, but she heard herself calling J'onn's name. For a moment instinct almost took over and she prepared to blast mindlessly at those below in an attempt to break Lenaria's concentration. Remembering that there were innocent humans below, however, she instead ran towards the entrance, tearing it off with her superhuman strength. A ladder led down below, but Raya ignored it, letting herself drop to the bottom, knowing the fall couldn't hurt her. Lenaria's attack intensified, and Raya found herself bouncing off the walls, staggering along the corridor, unable to keep a straight line.

I can't take this, she thought grimly. My mind's going to be torn apart if I can't stop her quickly. A few people were lying sprawled on the floor, not moving. She stumbled forward a few more paces before joining them, her face twisted with agony. She couldn't let it end this way…

Her hand reached out, and she clawed her way forwards, chest heaving. She could feel J'onn trying to shield her from the worst of the effects, but knew he could only protect even himself for so long right now. The assault was so strong now that Raya knew where it was coming from, and had to restrain herself from blasting at Lenaria. There could be others with her, others that could get hurt. If any of the humans had even managed to survive this, anyway. She had to get face to face with The Empireth, and hope that with her attention on J'onn, Raya could take her.

The closer she got, the worse she felt. Twice she had to stop moving altogether, and the second time she thought she would never get moving again. Finally, however, she managed to slump against the door. She didn't even know if she had enough strength to open it, but as she pulled at it, it broke off casually in her hand. She would need more power than that, however, if she hoped even to gain Lenaria's attention.

As she opened the door, she realised that they'd never stood a chance, right from the beginning. She stood face to face now not with Lenaria at all, but with the purple haired girl she had met briefly on Kandor. Lyla, she had heard Kimda refer to her as.

"Too late, Raya," said the girl, raising her arms triumphantly. "As always, you're just a step behind everyone else. I suppose Jor-El must have enjoyed having such a slow girl around him, to make himself feel superior to."

Raya meant to speed in, but found herself unable to move. The mental duel was over; J'onn had lost. And that meant that Raya was now little more than Lenaria's plaything.

"You're not even here at all, are you?" said Raya, fighting to get free. She wasn't willing to kill Lyla, but if she could even knock her out, she could get away.

"I am sorry I had to mislead you," said Lenaria, using Lyla's voice as her own. "I am even more sorry I had to use Lyla in such a way. But I knew J'onn stood no chance, not against both of us linked together, and it seemed wise for me to be safely away from you both."

"Coward!" spat Raya.

"Well… I do prefer to act on the side of caution, yes. You would have been wise to follow my example. Perhaps then you would not be in this predicament, no?"

"Just kill me. Kill me and get it over with."

Lenaria's puppet gave her a little curtsy.

"Done."

Raya stared at her defiantly, thinking of Kal-El, of J'onn, of Jor-El. The last coherent memory she had was of Jor-El giving her the crystal that would protect her, and then everything Raya had ever been was obliterated.


	30. Control

Lyla hadn't believed that she would be able to sleep at all after what happened, and awoke with surprise later on, still feeling tired. She felt drained, and with a sinking feeling in her stomach, she thought that it must have been because the exposure sickness was returning. This seemed to be confirmed by the fact that her nose was bleeding again; before she knew what she was doing, she was using her telepathy to try and make contact with Lenaria. She trembled as she waited, not knowing whether it was because of fear of the sickness, or fear of the other Empireth. Lenaria so far had treated her with nothing but kindness, but Lyla was still waiting for the façade to slip.

When Lenaria didn't return, however, her concern started to lie only with her illness. Tilting her head back and holding her nose, she hoped the bleeding would stop. She sent another signal, stronger this time, wondering why Lenaria wasn't responding. It was only after she forced herself to calm down a little that she noticed she wasn't in the same room as before. The place wasn't exactly any different, certainly not an improvement, but the door here was on the other side. She must have been moved while she slept, but she couldn't understand why that would be.

(Just kill me.)

Perhaps she had thrown up at some point and simply couldn't remember it, but if that was the case, why hadn't Lenaria healed her then?

(Kill me and get it over with.)

Her head was pounding as well, another symptom of the sickness, she supposed. Was Lenaria deliberately ignoring her? Lyla still found it difficult to reconcile the Lenaria she knew with the one Clark described.

(Done.)

She had kidnapped Lana though, and tried to force her to murder one of her friends. It troubled Lyla, therefore, that she actually kind of liked Lenaria. Her kindness almost certainly wasn't real, but… well, it would have been nice to think that it was.

After Lenaria had shown her Pendar, she had tried to comfort her. While Lyla wept, full of self-hatred, Lenaria held her. The embrace, which once terrified Lyla, now felt strangely comforting. To her surprise, Lenaria even kissed her forehead.

"Come now," Lenaria had said, shaking her gently. "Come now, Lyla. No good can come of blaming yourself. I know it was self-defence; you must see you had no other option."

The two of them had stayed together for a time, Lenaria cradling Lyla's head as she lay with her back pressed against her bed. She wondered idly what would happen if one Empireth tried to steal another's abilities. Most likely trying to absorb all the powers Lenaria had at once would will her. When she finally stopped crying, Lenaria used a tissue to wipe her face. They both sat silently for some time after that.

"When I was, when I was still just a little girl," said Lyla, voice trembling. "He was my only friend, you know? I… I was always so afraid that he would find out the truth some day. He and my father both, so I… well, have you ever managed to create a psychic construct?"

Lyla felt almost embarrassed that she'd asked the question. Perhaps it was a show of her own pride, wanting to suggest that she might be capable of something Lenaria was not. She knew right away however, that she'd been foolish. Lenaria smiled and stood back, folding her arms.

The next thing she knew, a gorgeous looking blonde, tanned youth had materialised in front of her. Lyla looked on numbly as he took her hand and hauled her to her feet. The boy twirled her under his arm before lifting her off the floor and spinning them both around. Despite everything, Lyla found herself squealing. Gently depositing her on the bed, the youth bowed before fading away.

"Psychic constructs?" asked Lenaria smugly. "No, I never could get the knack of those. Actually, that game I mentioned earlier works in exactly the same way; the pieces are formed from the player's mind and become tangible. Not so large as that one, of course. It's a sensation known as Physical Sensory Projection, essentially an illusion which can stimulate the senses."

"Wow," said Lyla, whose breath had just been taken away. It didn't take long for her sombre mood to return, however. "I made one, when I was a little girl. Like I said, I was so afraid of people finding out who I was, and I hated lying to them. I thought a lot about running away. I don't know where I would have went; from Kandor to somewhere else on Kandor, I guess. Not exactly much chance of a change of scenery. But I never went because I was so afraid of being alone."

"I can relate," said Lenaria softly.

"So I made myself a friend. I could talk to him, touch him, do anything I wanted. How pathetic is that? I never had a real friend, so I just had to make my own. I summoned him a few times, testing him out before we ran off. It all seemed fine for awhile, and then one day I just burst into tears while we were talking. I shared everything with him, but suddenly I realised I was just talking to myself. That I was still completely alone. So I decided it was better to live a different lie. Pendar… I couldn't share things with him that way, but… as long as he was around… I didn't feel like I was alone. And now he's dead…"

"I'm so sorry," said Lenaria, lowering herself to look Lyla in the eye, taking her hands in hers. "Nothing we do will bring your friend back, Lyla, but please know… you aren't alone anymore. I've lost everyone I loved too. Just know that I'm here for you. I know there are things about me you don't like. I admit I have done some… questionable things. But… give me time, Lyla. I can prove myself to you, I swear it. Anything I do… anything I may do… you must understand that it is for the good of both of us."

There was something about that last sentence Lyla didn't like, but at the same time, while she still didn't trust her, there was a part of her that felt she might… need Lenaria. Lenaria already knew more of the truth than anyone else ever had.

"I must go," Lenaria had said finally. "I have already lingered here longer than I intended, I… yes, I have to leave."

"Please stay," Lyla was stunned to hear herself saying. "Just a little longer."

Lenaria, bizarrely, looked alarmed now. Her whole manner had changed; she kept looking at the walls as though surprised to still see them there. As if surprised by the fact that she was still here with Lyla.

"I'm sorry. I'll be back as soon as I can," she had said hastily, before vanishing.

Lyla wondered now what that had been about. Had J'onn perhaps caught up with her? If so, had she been defeated? She should have been delighted by that thought, but she wasn't. And not just because Lenaria was protecting her from the exposure sickness, either.

Lyla was actually worried about her.

888

While Lenaria continued scrubbing his back, Clark tried to think of something, anything, other than what he'd done to Chloe. Unfortunately the only thing that came to mind was that the worst was undoubtedly yet to come. She could make him do anything she wanted, anything at all; Clark was now merely a prisoner in his own body. His very thoughts and memories could no longer be relied upon. It was no different than if he were insane, except for the fact that the cause, rather than some random act of chaos, was the alien who held him in her grip. A momentary fury swelled within him, but as it came panic overwrote it. If Lenaria sensed any anger directed at her, Chloe would be in danger again. He tried to think of Lana, to allow himself to believe that she, at least, was free.

That didn't help, because he knew it was a lie. Lex couldn't have controlled her more successfully if he had Lenaria's abilities. She would probably be at the mansion right now, listening to Lex telling her how concerned he was over Clark's safety, and how he was doing everything in his power to help find him. Lana would stay with Lex, for her own protection, he would tell her. She would hang around there all day, thinking about how lucky she was to have a friend like Lex, while the billionaire studied Clark like he was some kind of toy.

Why did you have to bring Chloe into this, Lex? I won't forgive you for that.

Clark grimaced involuntarily as Lenaria's hand touched his shoulder. She paid it no attention, however. She seemed distant now, staying silent, no longer taunting him, at least for the moment. Clark remembered all too well what Lenaria's touch was capable of. She had stolen every part of him, save whatever was the essence of a person, their soul. She had seen little secret parts of him that no-one else had, the Hyde to his Doctor Jekyll. Just taken his memories, keeping what she needed and simply casting off the rest of his life, sealing part of it within a necklace. And as if it wasn't bad enough that she could control him, she had essentially become him, taking his powers for herself. She wasn't the first person to do so, but nothing so convenient as a bolt of lightning was going to help this time. Well, his powers were his responsibility, no matter who wielded them… and he did still think of them, almost childishly, possessively, as his own.

She'd taken all that… and then she'd still kept on taking. She'd kidnapped Lana more than once, murdered Pete, and now held Chloe prisoner. Even down to the core of him, she was still taking. His will to fight was gone, discarded by himself, because even dreaming of fighting back meant suffering for Chloe. And if Chloe, so fragile compared to both her and Lenaria, happened to break… well, there was still Lana. Still his mother. Hell, Lenaria could hold the whole world hostage if she wanted, just like Mongul had. When Mongul held him prisoner, only his will and his wits had gotten him through. Now his will was gone, and his wits didn't seem to amount to much after all.

Lenaria had taken all of him.

Her hand suddenly tightened on his shoulder, and he thrashed wildly in the water. This was the most free movement he had been allowed for some time, and he realised it instantly. He didn't know how, but Lenaria had lost control. He finally had an opening.

Pushing himself upwards, he made to attack… and hesitated. What if this was some test? What if all he was doing was condemning Chloe to more suffering?

A moment later, he cursed the fact that he could no longer trust his instincts. Lenaria's eyes had widened in a very genuine terror. Before Clark had even time to convince himself of this, she blasted him across the room, his naked torso landing on it's side. His only thought was to get back to his feet and attack her immediately, but it was too late. However much he willed it, he would not get back up. Lenaria stood over him, looking startled but recovering.

"Trying to send my mind in too many directions at once," she gasped. "But that was the last opening you will ever have, Kryptonian."

"I don't know what you're talking about," said Clark, desperately trying to lie to someone who couldn't be lied to.

"You are so tiresome, sometimes. But your time is almost at an end. I should fetch Chloe for your attempted assault, but for now I think I will be content to explain to you how you will meet your end. Yes, I am very content with what I have in store."

"What do you mean?" said Clark. He managed to bring himself to his knees, but Lenaria held him there, holding his chin up so he had to look at her. She gave him a smile that made his blood boil.

"Do you know why my control slipped? It's because I was otherwise engaged, with your allies Raya and J'onn. It was a more difficult battle than I expected, but of course I emerged victorious. Raya is dead, and The Martian is my prisoner. Poor Raya, she felt bad that she let you down, in the end."

Clark's heart sank. He couldn't mourn Raya, since he had barely gotten a chance to know her. But it still hurt that one of his own people, who had fought alongside him and actually saved his life, was dead. Just another person who had to die so Lenaria's pathetic existence could go on. As if that wasn't enough, their last, best hope in J'onn was lost too.

He had to force the thoughts away before they drew Lenaria's attention. She still remained smiling however; he hoped she hadn't just filed it away for now.

"I will keep you alive just a little longer," she told him, fingering his hair, like he was her plaything. Which he supposed he was. "To let Lex study you, and to have my fun. I do have my whims, Clarkie!"

"When it's over… when it's over, what will you do with Chloe?"

"If I told you I would let her go, would you really believe it?"

"No," said Clark, the word catching in his throat. He didn't even believe Lana would be allowed to live, however much he hoped it in his heart.

"It's yourself that you should be worried about," she said, lowering herself now to look him in the eye. "You're not going to die down here, you know. There was a reason I asked Lex to expose the alien threat that walked amongst us."

""What… what do you mean?"

"Every hero needs their villain, Clark. I can't use my abilities to control every mind on the planet, but that doesn't mean I can't command their loyalty. In truth, I prefer to have them choose to love me. I get to make you suffer, and I get to be a hero at the same time."

"You… can't…"

"Do you have a preference, for where you will attack? Perhaps Metropolis, where you can end the life of your own mother. Or Gotham? I still have a score to settle with the costumed fool who dwells there. Of course, a lot of damage has been done to both already, so perhaps somewhere else. All that matters is that before you die, you will personally take millions of lives. And then, when all seems lost, I will emerge to save the rest… and end your life."

888

A few drops of a thick dark liquid dropped to the floor, and, observed only by the machine that produced it, began to move. The drops began to increase in number, merging together, becoming a small stream. It would continue to grow to the point where it would, eventually, consume the entire facility. The Eradicator watched it develop with detached interest. Once the machine was finished, the glutinous substance slithered out of sight, disappearing into the shadows.

It felt an incredible sense of urgency in it's need to rescue Kal-El, but it had been delayed never-the-less, forcing itself to run self-diagnostics. It had suffered slight damage in the battle with Raya and J'onn, yes, but it was unconcerned with such superficial injury. What The Eradicator was checking for was any sign that The Fortress had altered it's purpose in some way. The connection to Kal-El was wonderful, so much as it could feel wonder, but also unexpected. The Eradicator had to ensure that it had not been compromised. Kimda had already tried to tamper with it's programming, but, since his alterations had conflicted with it's core objectives, The Eradicator, had, in time, been able to overcome this. The Eradicator's concern now was that The Fortress itself may conflict with these goals.

Eventually it had been satisfied. Perhaps when time allowed further analysis would be necessary, but Kal-El took priority for the moment. His suffering had eased for now, at least. It was tempting to go to him immediately, but first, The Empireth had to be dealt with. If it gave her any warning of it's presence, she would surely flee. The Eradicator had never met Lenaria, but it didn't need to have. The data it took from The Fortress contained everything it needed to know about her. True, the files on her full range of abilities was incomplete, but it was not concerned. It was satisfied that it was more powerful that her.

The Empireth were an abomination. It had information about them that even The Fortress did not contain, information that it had held for longer than it could remember. Kimda had no idea what he was doing trying to recreate their race. The Sergeant could never even have comprehended the truth about their existence, the horrible secret behind their birth. The Eradicator would remove that legacy from the universe forever. It would not kill Lenaria itself, however. No, The Eradicator was prepared to fulfil Kal-El's every need, his every desire. There was only one thing Kal-El would wish, and that was for Lenaria to meet her end at his own hand. It would deliver her to him directly.

There were concerns over Kal-El, however. Having been raised on Earth, The Eradicator knew his loyalties were conflicted. Alien influences had affected his life. The Fortress had provided all it needed to know on that score. Kal-El had abandoned his true destiny for a human female named Lana Lang. That would not present a problem for long, however. The Eradicator would do what it was named for, and it would eradicate any alien influence in Kal-El's life. Krypton would rise again, and it would be there to serve and guide Kal-El in his journey.

It felt something approaching excitement as it anticipated meeting The Kryptonian for the first time. Leaving the room, the thick liquid trailing alongside, The Eradicator moved to confront The Empireth.


	31. Sacrifice

(Author's note: Special thanks to MysticWolf1, who got me thinking about this story again. I hope this chapter doesn't disappoint; I'm a bit out of practice (of course, if your expectations are already non-existent, we won't have to worry about that). I had to read back a lot of the earlier chapters to remind myself of a few things, and to try and keep the ending in synch with the beginning. I have added a recap to save anyone else having to do this (for a recap of the proceeding story, Condemned Memories, see chapter 1).

Recap: While enjoying some time in each others company and exploring the former capital of Krypton, Kandor, Lana and Clark end up on the scene of an accident. Rescuing a girl calling herself Faye and her friend Pendar, all of them find themselves escorted to the headquarters of the Citizens Patrol Corp, who are charged with keeping the peace in the city. Clark is surprised to discover that a Kryptonian scientist named Kimda, who was once friends with Jor-El, has replaced Preus as the Sergeant presiding over them.

As Clark and Kimda confirm their respective situations, word is brought to the Sergeant of an intruder breaking into the Kandorian Hall of Justice, and using the technology there to communicate with a criminal in the Phantom Zone. Although powerless under Kandor's red sun, Clark insists on accompanying Kimda and the CPC, where they discover that the intruder is Brainiac, communicating with General Zod. Realising that none of them stands a chance against Brainiac on Kandor, Clark agrees to return with him to Earth, where he finds that the machine has been harvesting cities, shrinking them and placing them inside bottles as he did with Kandor. When Brainiac threatens to destroy the cities, Clark is forced to open a portal to The Phantom Zone, in doing so releasing Zod, but also the Kryptonian Raya and the Empireth Lenaria. Lenaria once again aligned herself with Zod while captive, knowing Brainiac would eventually help free him. An all-out battle for survival takes place at The Fortress, with Raya eventually managing to use a Kryptonian crystal given to her by Jor-El to force Zod's essence out of Preus' body and trapping him within. One of the BrainInteractive constructs is also captured with the help of the robot servant Kelex. However Clark and Raya are badly wounded during the battle and Lenaria seizes the initiative, locking Clark in his own mind. Afraid that Jor-El might intervene, she flees the fortress uncertain whether Raya will survive.

She does, thanks to Jor-El healing her wounds; however there is nothing he can do to free Clark from Lenaria's mind trap. He instead sends Raya, with Kelex, to Kandor to retrieve Lana, but also with another mission which he does not reveal to her. On Kandor, Raya finds Lana along with Faye, using a crystal from the Fortress to send her back home. Raya remains behind, wondering what her other mission might be.

Lana returns to the fortress to find Kelex has reprogrammed Brainiac to follow Clark and Jor-El's commands. However, Brainiac detects an unknown presence possessing Lana. When Brainiac threatens to kill her to prevent the intruder doing any harm to The Fortress, Faye reveals that she is inside Lana's mind as she wants to see places outside Kandor. She confirms what Lana suspected, that she is an Empireth, the same as Lenaria. Her name in fact is not Faye at all, but Lyla. When the CPC began exterminating Empireth, led by Preus, Faye helped Lyla to escape, but was mortally wounded as they fled. As Faye lay dying, Lyla used her Empireth talent to take her memories, using an illusion to take on the girls appearance. Knowing she can never live freely as an Empireth, she moved in with Faye's father, pretending to be his daughter.

Brainiac takes Clark back home to the farm and Lana sits with him, unable to do anything to help. She is pleased when Chloe arrives, but this quickly fades as she realises her friend is being controlled by Lenaria. Chloe shows her footage of Lenaria having healed all the sick people in the local hospital, including Pete (who was there recovering after Brainiac wounded him during Condemned Memories). Lana flees, only to find Pete also waiting for her. The two of them take her to Lenaria. Once there, Lyla emerges again, trying to reason with Lenaria. While she does, Clark appears to save Lana and his friends. Although surprised her mind trap failed, Lenaria is confident she can bend Clark to her will. Clark deceives her, making her think she has succeeded, before stabbing her with a Kryptonian dagger. The two battle, with Lenaria winning after Lyla inadvertently distracts him. Lenaria then creates a circle of fire to draw out the Martian Manhunter, who Jor-El summoned to aid Clark. As J'onn has a weakness to fire, he loses his form and dissolves into a slimy pool. Lenaria sees Clark recovering, and fearing she is about to pass out from blood loss, and doesn't have the strength to control him, sets aflame the cabin Chloe and Pete are in. This forces Clark to choose between them or her, and of course Clark rescues his friends, allowing her to escape again.

Meanwhile on Kandor, Raya learns the true reason Jor-El sent her there. Buried underground she uncovers a laboratory Kimda is using in an attempt to clone Empireth. Kimda uses a machine known as The Eradicator to capture her, explaining that he was responsible for the deaths of some of The Empireth during Preus' reign. His conscience tells him that reviving their race is the only way he might redeem himself for this act. His attempts so far have been unsuccessful, but he believes he can use Lyla, who he saw steal Faye's identity, to reach his goal. Raya also learns that this Kimda is a clone, as the original was abducted by Lenaria while she was still working under Mongul, and had died on Warworld.

When Clark learns Raya might be in trouble he sends J'onn to Kandor while he and Brainiac recapture the stolen cities from the remaining constructs. After a difficult battle they obtain the cities and also the ship that brought Brainiac to Earth. Brainiac then uses this to restore all the lost cities.

While Clark is away, he sends his friends into hiding. Unaware Lenaria has begun working with Lex, Lana accidentally gives away their location. Feeling she has exposed herself to too much danger, Lenaria decides to act behind the scenes, using a deranged meteor-freak named Joshua to launch an attack on Clark's friends. Able to manipulate the sulphur in living things, Joshua is able to turn human beings into bombs. The attack kills Pete and wounds Chloe, with Joshua himself being accidentally killed by Clark.

Lenaria's plans begin to bear fruit, as she uses Lex and begins to manipulate the media into believing she has come to save Earth. She takes credit for the restoration of the cities, but uses Lex to warn of another alien threat. She reveals Clark's secret to him, but despite her instructions, Lex announces to the world only that there is a threat, not that the threat comes from his former friend. She then makes a deal with Lex; she will spare Lana if he captures Clark and Chloe for her. Trying to learn Lex's intentions, Clark sends Brainiac disguised as himself. Lex is bemused when Kryptonite fails against him.

However, he has already sent their old adversary Mikhail Mxyzptlk after Clark and Chloe, and the youth successfully captures both.

Back on Kandor, J'onn meets with Lyla, who has returned to her own body. While J'onn rescues Raya, The Eradicator tries to kill Lyla, believing Kimda a traitor to his own people for his plans to revive The Empireth. J'onn saves her, but fearing a confrontation would destroy the whole city, takes everyone present (Kimda, Raya, Lyla, Eradicator and Lyla's friend Pendar) to The Fortress. The Eradicator absorbs all the energy from the place, and leaves with J'onn and Raya in pursuit. During this time, Pendar, who now knows the truth about Lyla/Faye, confronts her. When he starts to get violent Lyla uses her telepathic abilities to shut his mind down, but goes too far; the damage is irreversible. Kimda advises Lyla that any native Kandorian who leaves the city will fall victim to a mysterious illness known only as 'The Exposure Sickness'. He leaves Lyla there to go and find Jor-El, who left the fortress before his consciousness could be absorbed and took residence in his vessel, Lionel Luthor. During his absence, Lyla develops symptoms of the exposure sickness and passes out.

She awakes to find herself a prisoner of Lenaria, although unlike Clark and Chloe, Lenaria treats her well. She heals the sickness in her body, but warns that it will always return, so Lyla must stay close to her for her own good. Although Lyla does not trust Lenaria, and knows of some of her crimes, she feels an undeniable bond with the older Empireth. Lenaria also seems to feel this, but this does not prevent her using Lyla as a tool against J'onn and Raya.

A battle with The Eradicator leaves J'onn and Raya hurt, but knowing Clark is in danger, they try to help. J'onn uses his abilities to detect Lenaria's mind, the two engaging in a mental duel, the backlash of which seemingly kills every human nearby. Raya, also affected, charges into the facility to confront Lenaria head on, but when she instead finds Lyla, knows they have been tricked. Lenaria has possessed Lyla and drawn them here, while she is safely away somewhere else. Lenaria kills Raya and captures J'onn.

In-between all this, Lenaria enjoys torturing Clark, who is powerless to resist, as he is held under her telepathic influence. When even his thoughts offend her, she forces him to hurt Chloe, who she keeps as an ace-in-the-hole should Clark somehow find a way out of his predicament. She delights in telling him her plans for him; to make herself look like a hero, she will force him to kill millions before personally intervening and killing him.

However, The Eradicator also has plans for Clark, and infiltrates the facility where she and Clark are located...

888

Finally, after all her years of labour, Lenaria was free. She had been forced to conceal her presence for years, knowing that on Earth there was one far stronger than herself, one who also chose to hide. Slowly she had begun to draw people to her, and in time she had begun to claim exciting new powers for herself. Finally culminating in the taking of Clark Kent's abilities, making her stronger than she'd ever dared dream was possible. Even that had not been enough to ensure her victory, but now, finally, she had won. There was no longer anything for her to hide from.

She would take Lyla out of that abysmal construction of Lex's and find somewhere far more suitable for them both to live. It was unfortunate that she'd had to get Lyla involved in events like that, but it would be made up to her ten times over. Besides, what the girl did not know would not hurt her. She felt like she was making progress with her, despite everything. Lyla seemed willing to open up to her, and there was much Lenaria felt she could share with her too. Not everything, of course.

Tonight they would celebrate. Lenaria gathered a few things she had brought to the facility, glad of the fact that she would no longer be forced to hide in places like this. She would have Lex's cooks prepare them a feast, and perhaps she would even allow a little wine for them both, as a treat. She didn't think alcohol would affect her anymore, but that was alright. Empireth were generally non-drinkers for obvious reasons, and Lenaria drank rarely. The only exception had been the occasional glass to try and settle her nerves. She gave a disappointed sigh when she realised that Lyla would be in no mood to celebrate. Still, it would be nice to spend the evening together, talking, getting to know the girl. It had been a long time since Lenaria had female company, since her knights were all men. She hadn't realised how much she missed her old friends, especially Cydane.

Her back stiffened as an alarm broke her train of thought. All thoughts of her new-found safety vanished instantly. Clark! Where was Clark!?

She laughed nervously when she found he was still where she left him, still under her power, of course. And, as she kept telling herself, even if he was free, he was no match for her. That calmed her; whatever the source of the alarm was, it wasn't anything for her to worry about. There was no longer any need for her to be so skittish. She used her x-ray vision to locate the source of the problem, and was pleased to find Lex's guards already on top of the situation. Two of them were escorting a lone man, hunched over with his shoulders sagging. It looked like he could barely move under his own power – the guards were having to support him. Lenaria made her way to them, curious but no longer concerned.

"We don't know who he is or how he got in," explained one of the guards. "He demanded we take him to you."

The man the guards were propping up looked vaguely familiar to her, but she couldn't quite place him. It didn't help that a stream of blood ran from his nose, obscuring most of the lower part of his face. The rest of his face was dripping with sweat, and his eyes were distant.

"Exposure sickness," the man told her, sounding strained. "Starts of like a common cold. More advanced symptoms developing. Don't have long. Listen to me. No time to explain. But if you want to live through what is coming, you need to read my mind. RIGHT NOW!"

Lenaria frowned, forcibly reminding herself that she had nothing to worry about. Everything was already dealt with. Yet if that were true, who was this? If he were suffering from exposure sickness, he must have come from Kandor, like Lyla and Pendar.

"I won't fight it," he insisted. Much good it would do him if he tried, she thought, and began probing his mind. His thoughts came to her in a rush of urgency, almost too much information for her to take in at once. Yet she caught the most important part, and at that, her eyes became saucer-like. She broke contact, though just as she did she saw something else in there that she didn't care for. It was almost... well, she couldn't quite think of it... a sense of anticipation in him, perhaps?

Dangerous, she thought suddenly, unsure exactly why she thought it. This man is dangerous.

Right now, however, it was not him who worried her most.

"No," she babbled, unaware she was speaking aloud. "No, I can't die, I..."

"The Eradicator has lived for over two-hundred thousand years," the man said. Half his mouth was raised, but Lenaria couldn't tell if it was because he was wincing or smiling. "In that time, there is absolutely nothing that has come into it's path and found itself incapable of dying."

Lenaria held back an angry retort, biting on her lip. She knew now how she knew this man. Kimda, one of the Kryptonians she had sent to Warworld. Bizarrely, however, she was much older than when they last met, while he was much younger. The Kimda she knew had been grey-haired, face weary with age, making his obvious infatuation with her at the time more than a little creepy. Lenaria did not as a rule use sex as a weapon, but in Kimda's case playing along with him had proven useful in securing his capture.

The fact that he was alive and rejuvenated was troubling, but secondary to the matter at hand. That feeling of danger from him persisted, but it didn't seem to be about revenge. She let it pass for now - Kimda could do nothing to her in his present state; it was The Eradicator she had to worry about. Despite everything she could do, she was outmatched against this machine. But Lenaria had never yet found herself in a situation she couldn't ultimately get out of, and there was no reason for her to start now.

And yet...

This was a drastic move, the last resort of any Empireth. During the war, her race had found themselves crippled by the same armour Clark once used against her. Unable to use their telepathy, their enemies had believed there was no way for them to fight back.

They suffered for that belief.

The armour could protect them from a telepathic assault, and the Allies believed that sufficient protection. However, as Clark knew, it required near-direct contact in order to actively suppress The Empireth's abilities. As a last resort, some Empireth had essentially overloaded their telepathic cells, resulting in an explosion which destroyed both Empireth and target. Just like the humans Lenaria had used to attack Clark's friends, they became suicide bombers. That was how Lenaria's parents had saved her life when the Allies reached their home. They sacrificed themselves to give her a chance at life, and Lenaria had not squandered it.

Of course, it was not something Lenaria herself would ever consider doing. That left Lyla... but she couldn't do that, could she? She had told Lyla she would protect her, and she meant it. True, she'd taken a risk (a calculated risk, she assured herself) in order to trap J'onn and Raya, but this was condemning the girl to death. When Edward died, Lenaria was desperate for him to know that she never used her power to influence him. Her knights were expected to protect her, but it had always been their choice. She wouldn't ever have... but...

But there are worse alternatives, Lenaria. Much worse.

The voice sounded like Edwards, but even though her husband's thoughts were always with her, she could not believe it really was. She wanted to think he would approve, but even he – who had done terrible things in her name – would have been appalled. She looked at Kimda, wondering if he might have some plan, but the Kryptonian's eyelids were opening and shutting as he tried to stay conscious. Should she kill him now? Something about him was dangerous, she knew, and she didn't have time to further probe his mind at the moment. No, leave him alive for now. He might have other knowledge she needed, and if need be, she could try to use him to slow The Eradicator. It was too powerful, too fast for any Kryptonian to kill directly, but together he and Clark could buy her time if she needed it. Also, if The Eradicator survived the initial explosion, she could use one of them, along with The Kryptonian dagger, to finish it in it's weakened state. Lenaria, obviously, would be staying well away from it.

She shivered as she pictured the machines cold, lifeless eyes. Even with the likes of Zod and Mongul, she had been able to negotiate. The Eradicator only wanted one thing, and that it would simply take from her. No, she thought, sudden anger cutting through her fear. Clark Kent would not be free, not for one more minute of his life. Unthinkable though it was, she would get everything ready with Lyla. Just to be sure. She would use it only if she must, only as the absolute last resort. The girl would not suffer, Lenaria would ensure that much. She would have no idea what was happening, if it really came to it. There was still time for her to think of something else. There was the dagger, but it would be almost impossible to use against such a fast opponent. She would be prepared if it came to the worst. For now she had to get herself to safety, giving instructions to the guards (who she told nothing of what was coming) on what to do with Kimda. Once they had gone, she trembled, almost collapsing.

"Forgive me, Lyla," she whispered.

888

When Chloe awoke, her arms moved without thinking. With a gasp, she expected to feel unbearable agony… but felt nothing. Mouth open, she moved her arms round and round as she half-expected to hear some horrible cracking sound. There was no pain however, other than a kind of horrible resonance of memory. She remembered being there, looking at her best friend, and being terrified of what he was about to do. Involuntarily, she trembled. Was what Lenaria had done merely an illusion designed to punish her?

Of course not, she told herself. It was designed to punish Clark far more than her, and it would hurt him all the more for the fact that the pain he had inflicted was real. Clark had tried to kill her before, when given a kind of subliminal message, but he'd never even remembered that afterwards. This was something he would remember all too well, and she knew it would be tearing him apart. If they somehow made it through this, she knew they wouldn't put it behind them so easily. If Clark even thought for a moment that she was looking at him in fear…

And she would, Chloe knew, especially if Lenaria was still controlling Clark at the time. The Empireth had surely healed her, as she had back on Kandor, but just like that time she hadn't done it out of kindness. Probably did it because it made it easier to think, and at a time like this, all Chloe could really think of was being taken to Clark again and maybe this turn round he would instead wrap his arms around her neck and…

"I don't blame you, Clark," said Chloe, not even realising she had spoken aloud. It didn't really matter though; Clark would blame himself, and Lenaria would have what she wanted. Bad enough that he was already feeling guilt over Pete's death. She felt her own share of guilt over that one - Pete had died right in front of her. She kept thinking that she should have been able to do something. Yet a part of her – a part that she hated, and hated all the more for the fact that it was right – knew that if she'd done anything other than run, both of them would have died. And then Pete's sacrifice would have been in vain.

Trying to stop turning events over in her mind, still hearing the sound her arm had made when Clark casually bent it out of place, she turned her mind to her prison. This place was unlike where Clark was being kept; she hadn't had much time to take in the view, but it had looked like some kind of cell. This looked like a basement floor of a warehouse or something to her. There were a few boxes and things scattered around the floor, but not much of interest. Lenaria hadn't thought to do the place up for her. She tugged at the chain attached to her ankle and, amazingly, it didn't simply break off.

Okay, hoping for a bit much there, Sullivan, but I guess you're due a bit of luck any time now.

This seemed almost funny until two minutes later, when she suddenly threw a tantrum and began yanking at it repeatedly. She considered calling for help, but even if someone could hear, it wouldn't be someone who would actually help her. Slumping weakly to the floor, she wondered how Lana was doing right about now. Surprising that Lenaria had let her go, especially since she'd earlier wanted to turn her into some kind of mutant. She was glad her friend was alright, at least, even if it was probably only a temporary reprieve. If she did survive, Chloe could only imagine what kind of world she would end up living in.

She thought she'd begun to get a grip on herself again when suddenly she heard someone approaching from outside. Until then, she hadn't even realised how terrified she was. As soon as she heard, she began pulling at the chain again, desperate. She's come back, her mind gibbered. She's come back oh god and this time this time she'll…

"You?" she asked, surprised when a figure entered her field of vision. She wasn't afraid at first, but when they advanced towards her, she saw she had reason to be. "What are you… NO!!"


End file.
